Exhibit 4.1 


 EXECUTION VERSION


 


3650 REIT COMMERCIAL MORTGAGE SECURITIES II
LLC,

as Depositor


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

as Master Servicer


3650
REIT LOAN SERVICING LLC,

as Special Servicer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee


and


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


POOLING AND SERVICING AGREEMENT


Dated as of


November 1, 2022


3650R 2022-PF2 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


Series 2022-PF2




    	 	 	 



    


    

TABLE OF CONTENTS


Page




	Article I

                                                                                DEFINITIONS

	Section 1.01   	Defined Terms	7
	Section 1.02   	Certain Calculations	123
	Section 1.03   	Certain Constructions	124
	Article II

                                                                                CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	Section 2.01	Conveyance of Mortgage Loans	126
	Section 2.02	Acceptance by Trustee	132
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties	137
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of the Loan REMIC Regular Interests and Lower-Tier
Regular Interests	153
	Article III

                                                                                ADMINISTRATION AND

                                                                                SERVICING OF THE TRUST FUND

	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
Serviced Companion Loans and REO Properties	153
	Section 3.02	Collection of Mortgage Loan Payments	160
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	165
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Loan REMIC Residual Account and the Gain-on-Sale Reserve Account	170
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	177
	Section 3.06          	Investment of Funds in the Collection Account, the Loan REMIC Residual Distribution Account, the REO Account and Loss of Value Reserve
Fund	187



    	 	-i-	 



    


    



	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	189
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	194
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	199
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	203
	Section 3.11	Servicing Compensation	204
	Section 3.12	Inspections; Collection of Financial Statements	211
	Section 3.13	Access to Certain Information	217
	Section 3.14	Title to REO Property; REO Account	230
	Section 3.15	Management of REO Property	232
	Section 3.16	Sale of Defaulted Loans and REO Properties	234
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	241
	Section 3.18	Modifications, Waivers, Amendments and Consents	243
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	253
	Section 3.20	Sub-Servicing Agreements	260
	Section 3.21	Interest Reserve Account	264
	Section 3.22	Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	264
	Section 3.23	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Holder	264
	Section 3.24	Intercreditor Agreements	268
	Section 3.25	Rating Agency Confirmation	271
	Section 3.26	The Operating Advisor	273
	Section 3.27	Companion Paying Agent	281
	Section 3.28	Companion Register	282
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	282
	Section 3.30	Delivery of Excluded Information to the Certificate Administrator	284
	Section 3.31	Credit Risk Retention	284
	Section 3.32	Resignation Upon Prohibited Risk Retention Affiliation	285
	Section 3.33	Litigation Control	285
	Section 3.34	Certain Matters with Respect to Joint Mortgage Loans	289
	Article IV

                                                                                distributions TO CERTIFICATEHOLDERS

	Section 4.01	Distributions	294
	Section 4.02	Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	305
	Section 4.03	P&I Advances	311
	Section 4.04	Allocation of Realized Losses	314
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	314
	Section 4.06	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	319
	Section 4.07          	Secure Data Room	323



    	 	-ii-	 



    


    



	Article V

                                                                                THE CERTIFICATES

	Section 5.01	The Certificates	324
	Section 5.02	Form and Registration	326
	Section 5.03	Registration of Transfer and Exchange of Certificates	328
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	337
	Section 5.05	Persons Deemed Owners	337
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	338
	Section 5.07	Maintenance of Office or Agency	339
	Section 5.08	Appointment of Certificate Administrator	339
	Section 5.09	[Reserved]	339
	Section 5.10	Voting Procedures	339
	Article VI

                                                                                THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the

                                                                                Operating Advisor, the asset representations reviewer AND THE

                                                                                DIRECTING Holder

	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer	341
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	347
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer	347
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others	348
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	353
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	354
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	354
	Section 6.08	The Directing Holder	355
	Section 6.09	Knowledge of Computershare Trust Company, National Association	362
	Article VII

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01          	Servicer Termination Events; Master Servicer and Special Servicer Termination	362



    	 	-iii-	 



    


    



	Section 7.02	Trustee to Act; Appointment of Successor	371
	Section 7.03	Notification to Certificateholders	373
	Section 7.04	Waiver of Servicer Termination Events	373
	Section 7.05	Trustee as Maker of Advances	373
	Article VIII

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01	Duties of the Trustee and the Certificate Administrator	374
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	375
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	377
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	378
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	378
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	379
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	380
	Section 8.08	Successor Trustee or Certificate Administrator	383
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	383
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	384
	Section 8.11	Appointment of Custodians	385
	Section 8.12	Representations and Warranties of the Trustee	385
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	386
	Section 8.14	Representations and Warranties of the Certificate Administrator	386
	Section 8.15	Compliance with the PATRIOT Act	388
	Article IX

                                                                                TERMINATION

	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	388
	Section 9.02	Additional Termination Requirements	392
	Article X

                                                                                ADDITIONAL REMIC PROVISIONS

	Section 10.01	REMIC Administration	393
	Section 10.02	Use of Agents	397
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	397
	Section 10.04        	Appointment of REMIC Administrators	398



    	 	-iv-	 



    


    



	Article XI

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01	Intent of the Parties; Reasonableness	399
	Section 11.02	Succession; Subcontractors	399
	Section 11.03	Filing Obligations	401
	Section 11.04	Form 10-D and Form ABS-EE Filings	402
	Section 11.05	Form 10-K Filings	406
	Section 11.06	Sarbanes-Oxley Certification	409
	Section 11.07	Form 8-K Filings	410
	Section 11.08	Form 15 Filing	412
	Section 11.09	Annual Compliance Statements	413
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	414
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	416
	Section 11.12	[Reserved]	418
	Section 11.13	Indemnification	418
	Section 11.14	Amendments	420
	Section 11.15	Regulation AB Notices	421
	Section 11.16	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	421
	Section 11.17	Impact of Cure Period	426
	Article XII

                                                                                the asset representations reviewer

	Section 12.01	Asset Review	426
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	432
	Section 12.03	Resignation of the Asset Representations Reviewer	433
	Section 12.04	Restrictions of the Asset Representations Reviewer	434
	Section 12.05	Termination of the Asset Representations Reviewer	434
	Article XIII

                                                                                MISCELLANEOUS PROVISIONS

	Section 13.01	Amendment	437
	Section 13.02	Recordation of Agreement; Counterparts	441
	Section 13.03	Limitation on Rights of Certificateholders	442
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	443
	Section 13.05	Notices	444
	Section 13.06	Severability of Provisions	449
	Section 13.07	Grant of a Security Interest	449
	Section 13.08        	Successors and Assigns; Third Party Beneficiaries	449



    	 	-v-	 



    


    



	Section 13.09	Article and Section Headings	450
	Section 13.10	Notices to the Rating Agencies	450
	Section 13.11        	PNC Bank, National Association	452


 




    	 	-vi-	 



    


    

EXHIBITS





	Exhibit A-1	Form of Class A-1
    Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class A-S Certificate
	Exhibit A-8	Form of Class B Certificate
	Exhibit A-9	Form of Class C Certificate
	Exhibit A-10	Form of Class D Certificate
	Exhibit A-11	Form of Class E-RR Certificate
	Exhibit A-12	Form of Class F-RR Certificate
	Exhibit A-13	Form of Class G-RR Certificate
	Exhibit A-14	Form of Class J-RR Certificate
	Exhibit A-15	Form of Class NR-RR Certificate
	Exhibit A-16	Form of Class R Certificate
	Exhibit A-17	Form of Class P Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation
    Letter
	Exhibit D-1	Form of Transferee Affidavit for
    Transfers of the Class R Certificates
	Exhibit D-2	Form of Transferor Letter for Transfers
    of the Class R Certificates
	Exhibit D-3	[Reserved]
	Exhibit D-4	[Reserved]
	Exhibit D-5	Form of Transferee Certificate
    for Transfers of the HRR Certificates
	Exhibit D-6	Form of Transferor Certificate
    for Transfers of the HRR Certificates
	Exhibit D-7	Form of Request of Retaining Sponsor
    Consent for Release of the HRR Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter
    Regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter
    Regarding Class [R][P] Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for
    Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate During Restricted Period
	Exhibit J	Form of Transfer Certificate for
    Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	Exhibit K	Form of Transfer Certificate for
    Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate During Restricted Period
	Exhibit L                     	Form of Transfer Certificate for
    Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period




    	 	-vii-	 



    


    

	Exhibit M	Form of Transfer Certificate for
    Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower
    Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower
    Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party
    (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party
    (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder
    to Certificate Administrator
	Exhibit P-1G	Form of Certification of the Directing Certificateholder
	Exhibit P-1H	[Reserved]
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney –Special Servicer
	Exhibit S	Initial Serviced Companion Noteholders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage
    Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance
    of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending
    Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor
    by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor
    by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor
    by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor
    by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor
    by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor
    by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment
    of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC                  	Additional Form 10-K Disclosure




    	 	-viii-	 



    


    




	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing
    Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Form of Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator
    Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation
    of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	[Reserved]
	Exhibit UU	Form of Notice of a Form 8-K/A Filing
	Exhibit VV	Form of Certificate Administrator Receipt of the
    HRR Certificates
	Exhibit WW               	Form of Payment Instructions for the HRR Certificates




    	 	-ix-	 



    


    

SCHEDULES


	Schedule 1	Mortgage Loans With
    Additional Debt
	Schedule 2	Class A-SB Planned Principal
    Balance Schedule
	Schedule 3                 	Mortgage Loans Subject to Loan
    Seller Defeasance Rights and Obligations




    	 	-x-	 



    


    

This Pooling and Servicing
Agreement is dated and effective as of November 1, 2022, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer.


PRELIMINARY STATEMENT:


The Depositor intends to
sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in
multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership interest in
the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate
Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust 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” as described herein). In addition, four separate REMIC elections were designated
to be made with respect to four mortgage loans, any REO Property with respect thereto and the proceeds thereof for federal income tax
purposes pursuant to: (i) a REMIC Declaration dated as of August 17, 2022 (the “Patewood Corporate Center Loan REMIC Declaration”,
and such REMIC the “Patewood Corporate Center Loan REMIC”), (ii) a REMIC Declaration dated as of August 17, 2022 (the
“PetSmart HQ Loan REMIC Declaration”, and such REMIC, the “PetSmart HQ Loan REMIC”), (iii) a REMIC
Declaration dated as of November 7, 2022 (the “Prince Hall Apartments Loan REMIC Declaration”, and such REMIC, the
“Prince Hall Apartments Loan REMIC”), and (iv) a REMIC Declaration dated as of August 17, 2022 (the “Icon
One Daytona Loan REMIC Declaration”, and such REMIC, the “Icon One Daytona Loan REMIC”). The Certificate
Administrator shall make a REMIC election with respect to the Patewood Corporate Center Loan REMIC, the PetSmart HQ Loan REMIC and the
Prince Hall Apartments Loan REMIC as described herein. The Prince Hall Apartments Loan REMIC will be designated as the “Serviced
Loan REMIC”, and together with the Patewood Corporate Center Loan REMIC, the PetSmart HQ Loan REMIC and the Icon One Daytona
Loan REMIC, the “Loan REMICs”. The Patewood Corporate Center Loan REMIC, the PetSmart HQ Loan REMIC, the Prince Hall
Apartments Loan REMIC, the Upper-Tier REMIC and the Lower-Tier REMIC will be designated as the “Trust REMICs”.


The Depositor intends to
sell the Certificates to the Underwriters and the Placement Agents.


LOWER-TIER REMIC


The Lower-Tier REMIC
will hold the Loan REMIC Regular Interests and the Mortgage Loans (exclusive of the assets held by the Loan REMICs) and will issue the
Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB, Class LC,
Class LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LJ-RR and Class LNR-RR Uncertificated Interests (the “Lower-Tier
Regular Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder.
The Lower-Tier REMIC will also issue




    	 	-1-	 



    


    

the uncertificated Class LR Interest,
which is the sole class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented
by the Class R Certificates.


Pursuant to the Patewood
Corporate Center Loan REMIC Declaration, the Patewood Corporate Center Loan REMIC has issued one or more classes of uncertificated regular
interests, an approximately 46.753% interest of which, with a principal balance of $18,000,000, is to be held by the Lower-Tier REMIC
(the “Patewood Corporate Center Loan REMIC Regular Interest”), which constitutes a “regular interest” in
such Loan REMIC, and the “Patewood Corporate Center Loan REMIC Residual Interest”, which represents the sole class
of “residual interests” in such Loan REMIC.


Pursuant to the PetSmart
HQ Loan REMIC Declaration, the PetSmart HQ Loan REMIC has issued one or more classes of uncertificated regular interests, an approximately
22.222% interest of which, with a principal balance of $10,000,000, is to be held by the Lower-Tier REMIC (the “PetSmart HQ Loan
REMIC Regular Interest”), which constitutes a “regular interest” in such Loan REMIC, and the “PetSmart
HQ Loan REMIC Residual Interest”, which represents the sole class of “residual interests” in such Loan REMIC.


Pursuant to the Prince Hall
Apartments Loan REMIC Declaration, the Prince Hall Apartments Loan REMIC has issued one or more classes of uncertificated regular interests,
a 100% interest of which, with a principal balance of $9,912,500, is to be held by the Lower-Tier REMIC (the “Prince Hall Apartments
Loan REMIC Regular Interest”), which constitutes a “regular interest” in such Loan REMIC, and the “Prince
Hall Apartments Loan REMIC Residual Interest” (together with the Patewood Corporate Center Loan REMIC Residual Interest and
the PetSmart HQ Loan REMIC Residual Interest, the “Loan REMIC Residual Interests”), which represents the sole class
of “residual interests” in such Loan REMIC.


Pursuant to the Icon One
Daytona Loan REMIC Declaration, the Icon One Daytona Loan REMIC has issued one or more classes of uncertificated regular interests, an
approximately 40% interest of which, with a principal balance of $10,000,000, is to be held by the Lower-Tier REMIC (the “Icon
One Daytona Loan REMIC Regular Interest” and, together with the Patewood Corporate Center Loan REMIC Regular Interest, the PetSmart
HQ Loan REMIC Regular Interest and the Prince Hall Apartments Loan REMIC Regular Interest, the “Loan REMIC Regular Interests”),
which constitutes a “regular interest” in such Loan REMIC, and a sole class of “residual interests” which is not
part of the Trust Fund.


The Class R Certificates
will represent a beneficial interest in each Loan REMIC Residual Interest.




    	 	-2-	 



    


    

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


	Class Designation
	Interest
    Rate or Pass-Through Rate
	Original
    Lower-Tier

    Principal Amount

	Class LA-1	(1)	$	8,849,000
	Class LA-2	(1)	$	65,444,000
	Class LA-3	(1)	$	15,000,000
	Class LA-4	(1)	$	190,000,000
	Class LA-5	(1)	$	220,988,000
	Class LA-SB	(1)	$	9,439,000
	Class LA-S	(1)	$	72,818,000
	Class LB	(1)	$	34,588,000
	Class LC	(1)	$	30,947,000
	Class LD	(1)	$	14,408,000
	Class LE-RR	(1)	$	16,539,000
	Class LF-RR	(1)	$	10,013,000
	Class LG-RR	(1)	$	6,371,000
	Class LJ-RR	(1)	$	7,282,000
	Class LNR-RR	(1)	$	25,486,612
	Class LR	None(2)	None(2)






 






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



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



UPPER-TIER REMIC


The Upper-Tier REMIC will
hold the Lower-Tier Regular Interests and will issue the Regular Certificates and the Class P Certificates, which are designated as the
“regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR
Interest, which is the sole class of “residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
is represented by the Class R Certificates.


THE CERTIFICATES


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


 




    	 	-3-	 



    


    

 


	Corresponding
    Certificates
	Initial
    Pass-Through Rate
	Original

    Certificate

    Balance

	Class A-1
    Certificates	5.2892	%	$	8,849,000
	Class A-2
    Certificates	5.2892	%	$	65,444,000
	Class A-3
    Certificates	5.2892	%	$	15,000,000
	Class A-4
    Certificates	5.2892	%	$	190,000,000
	Class A-5
    Certificates	5.2892	%	$	220,988,000
	Class A-SB
    Certificates	5.2892	%	$	9,439,000
	Class A-S
    Certificates	5.2892	%	$	72,818,000
	Class B
    Certificates	5.2892	%	$	34,588,000
	Class C
    Certificates	5.2892	%	$	30,947,000
	Class D
    Certificates	5.2892	%	$	14,408,000
	Class E-RR
    Certificates	5.2892	%	$	16,539,000
	Class F-RR
    Certificates	5.2892	%	$	10,013,000
	Class G-RR
    Certificates	5.2892	%	$	6,371,000
	Class J-RR
    Certificates	5.2892	%	$	7,282,000
	Class NR-RR
    Certificates	5.2892	%	$	25,486,612
	Class P
    Certificates(1)	N/A	N/A
	Class R
    Certificates(2)	N/A	N/A






 






		(1)	The
                                            Class P Certificates will not have a Certificate Balance or bear interest. The Class P Certificates
                                            will not be entitled to distributions in respect of principal or interest other than the
                                            remainder of any Yield Maintenance Charges after distribution to the Class A-1, Class A-2,
                                            Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class
                                            E-RR Certificates pursuant to Section 4.01(e), and other than a $100 payment
                                            on the first Distribution Date, which will be deemed a payment of principal on its REMIC
                                            regular interest principal balance for federal income tax purposes.



		(2)	The
                                            Class R Certificates will not have a Certificate Balance, bear interest or be entitled
                                            to distributions of Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier
                                            REMIC Distribution Account (after all required distributions under this Agreement have been
                                            made to each Class of Regular Certificates) shall be deemed distributed to the Class UR
                                            Interest and be payable to the Holders of the Class R Certificates.



3650 REIT 2 PF-2 BHE LLC
is purchasing from the Placement Agents all of the Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates.
The Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates that 3650 REIT 2 PF-2 BHE LLC is purchasing are referred
to in this Agreement collectively as the “HRR Certificates”.


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on
or before such date, whether or not received, equal to $728,172,612.


WHOLE LOANS


	
    Whole
    Loan
	
    Type
	
    Non-Serviced
    PSA/TSA
	
    Note Name
	
    Control
    Note/Non-Control Note
	
    Note Cut-off
    Date Balance
	
    Note Holder(1)

	Concord Mills	Non-Serviced	BANK 2022-BNK44	
    Note A-1-1

    Note A-1-2

    Note A-1-3

    
	
    Control

    Non-Control

    Non-Control

    
	
    $85,000,000

    $40,000,000

    $15,000,000

    
	
    BANK 2022-BNK44

    Bank of America

    BANK 2022-BNK44

    








    	 	-4-	 



    


    

 


	
    Whole
    Loan
	
    Type
	
    Non-Serviced
    PSA/TSA
	
    Note Name
	
    Control
    Note/Non-Control Note
	
    Note Cut-off
    Date Balance
	
    Note Holder(1)

				
    

    Note A-1-4

    Note A-2-1

    Note A-2-2

    Note A-2-3

    Note A-2-4
	
    Non-Control

    Non-Control

    Non-Control

    Non-Control

    Non-Control
	
    

    $10,000,000

    $30,000,000

    $25,000,000

    $20,000,000

    $10,000,000
	
    Bank of America

    3650R 2022-PF2

    Benchmark 2022-B37

    3650R 2022-PF2

    3650R 2022-PF2

	Triple Net Portfolio	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5
	
    Non-Control

    Control

    Non-Control

    Non-Control

    Non-Control
	
    $20,000,000

    $38,500,000

    $15,000,000

    $10,000,000

    $10,000,000
	
    3650 REIT

    3650R 2022-PF2

    3650R 2022-PF2

    3650 REIT

    3650 REIT

	330 West 34th Street Leased Fee	Non-Serviced	Benchmark 2022-B37	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5
	
    Control

    Non-Control

    Non-Control

    Non-Control

    Non-Control
	
    $20,000,000

    $20,000,000

    $20,000,000

    $20,000,000

    $20,000,000
	
    Benchmark 2022-B37

    Benchmark 2022-B37

    Benchmark 2022-B37

    3650R 2022-PF2

    3650R 2022-PF2

	Central States Industrial Portfolio	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4
	
    Non-Control

    Control

    Non-Control

    Non-Control
	
    $20,000,000

    $19,900,000

    $10,000,000

    $10,000,000
	
    BMO 2022-C3

    3650R 2022-PF2

    3650R 2022-PF2

    3650R 2022-PF2

	Art Ovation Hotel	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4
	
    Non-Control

    Non-Control

    Control

    Non-Control
	
    $10,000,000

    $7,500,000

    $20,000,000

    $20,000,000
	
    BMO 2022-C3

    3650R 2022-PF2

    3650R 2022-PF2

    3650 REIT

	TOTAL Plaza	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5

    Note A-6

    Note A-7
	
    Control

    Non-Control

    Non-Control

    Non-Control

    Non-Control

    Non-Control

    Non-Control
	
    $22,292,385

    $12,384,658

    $14,861,590

    $14,861,590

    $9,907,727

    $9,907,727

    $4,953,863
	
    3650R 2022-PF2

    Column

    Column

    Column

    Column

    Column

    Column

	500 Delaware	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4

    Note A-5
	
    Non-Control

    Control

    Non-Control

    Non-Control

    Non-Control
	
    $25,000,000

    $20,000,000

    $15,000,000

    $15,000,000

    $10,000,000
	
    3650 REIT

    3650R 2022-PF2

    3650 REIT

    3650 REIT

    3650 REIT

	Patewood Corporate Center	Non-Serviced	3650R 2021-PF1	
    Note A-1

    Note A-2

    Note A-3

    Note A-4
	
    Control

    Non-Control

    Non-Control

    Non-Control
	
    $30,000,000

    $10,000,000

    $10,500,000

    $18,000,000
	
    3650R 2021-PF1

    3650 REIT

    3650 REIT

    3650R 2022-PF2

	IPG Portfolio	Non-Serviced	Benchmark 2022-B37	
    Note A-1

    Note A-2-1

    Note A-2-2

    Note A-3
	
    Control

    Non-Control

    Non-Control

    Non-Control
	
    $60,000,000

    $15,000,000

    $8,000,000

    $20,000,000
	
    Benchmark 2022-B37

    3650R 2022-PF2

    CREFI

    CREFI

	RH HQ	Serviced	N/A	
    Note A-1

    Note A-2
	
    Control

    Non-Control
	
    $15,000,000

    $14,000,000
	
    3650R 2022-PF2

    3650 REIT

	800 Cesar Chavez	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3
	
    Non-Control

    Control

    Non-Control
	
    $10,000,000

    $13,000,000

    $15,000,000
	
    3650 REIT

    3650R 2022-PF2

    3650 REIT





    	 	-5-	 



    


    

 


	
    Whole
    Loan
	
    Type
	
    Non-Serviced
    PSA/TSA
	
    Note Name
	
    Control
    Note/Non-Control Note
	
    Note Cut-off
    Date Balance
	
    Note Holder(1)

	Meadowood Mall	Serviced	N/A	
    Note A-1

    Note A-2

    Note A-3

    Note A-4-A

    Note A-4-B

    Note B(2)
	
    Non-Control

    Non-Control

    Non-Control

    Control(3)

    Non-Control

    Control(3)
	
    $18,592,952

    $17,614,376

    $17,614,376

    $12,232,205

    $12,232,206

    $27,829,718
	
    WFCM 2021-C61

    BBCMS 2022-C15

    BMO 2022-C1

    3650R 2022-PF2

    3650 REIT

    3650 Cal Bridge Reno

	PetSmart HQ	Non-Serviced	3650R 2021-PF1	
    Note A-1

    Note A-2

    Note A-3

    Note A-4
	
    Control

    Non-Control

    Non-Control

    Non-Control
	
    $23,000,000 $10,000,000

    $22,350,000

    $12,650,000
	
    3650R 2021-PF1

    3650R 2022-PF2

    3650 REIT

    3650 REIT

	Icon One Daytona	Non-Serviced	3650R 2021-PF1	
    Note A-1

    Note A-2

    Note A-3

    Note A-4
	
    Control

    Non-Control

    Non-Control

    Non-Control
	
    $25,000,000

    $7,500,000

    $7,500,000

    $10,000,000
	
    3650R 2021-PF1

    BMO 2022-C3

    BMO 2022-C3

    3650R 2022-PF2

	Lakeshore Marketplace	Serviced	N/A	
    Note A-1

    Note A-2
	
    Non-Control

    Control
	
    $11,832,358

    $9,643,371
	
    BMO 2022-C3

    3650R 2022-PF2







 






		(1)	Or
                                            an equivalent entity. Notes for which “3650R 2022-PF2” is indicated as the Note
                                            Holder constitute the corresponding Mortgage Loan. All other notes are “Companion Loans”.



		(2)	Such
                                            note is a “Subordinate Companion Loan”.



		(3)	The
                                            Meadowood Mall Whole Loan is an AB Whole Loan, and the Control Note as of the date hereof
                                            is Note B. Upon the occurrence of a related Control Appraisal Period, however, control will
                                            generally shift to Note A-4-A, which more senior note will thereafter be the controlling
                                            note. Note A-4-A is expected to be included in the issuing entity, in which case the directing
                                            party for the related Whole Loan will be the Directing Holder.



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


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


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



    	 	-6-	 



    


    

ARTICLE I
 

DEFINITIONS


Section 1.01       
Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms,
unless the context otherwise requires, have the meanings specified in this Article.


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


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


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


“17g-5 Information
Provider’s Website”: The 17g-5 Information Provider’s Internet website, initially located within the Certificate
Administrator’s Website (initially, “www.ctslink.com”), under the “NRSRO” tab on the page relating to this
transaction.


“30/360 Mortgage
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


“330 West 34th Street
Leased Fee Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 3, 2022, between the holders of
the respective promissory notes evidencing the 330 West 34th Street Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


“3650 REIT”:
3650 Real Estate Investment Trust 2 LLC, a Delaware limited liability company, and its successors in interest.


“500 Delaware Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of November 30, 2022, by and between the holders of the respective
promissory notes evidencing the 500 Delaware Whole Loan, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.


“800 Cesar Chavez
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 30, 2022, by and between the holders
of the respective promissory notes evidencing the 800 Cesar Chavez Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


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




    	 	-7-	 



    


    

“AB Whole Loan”:
Each Whole Loan that is indicated as having a “Subordinate Companion Loan” in the “Whole Loan” chart in the Preliminary
Statement.


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


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


“Acceptable Insurance
Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default
under the related Mortgage Loan documents arising by reason of any failure on the part of the related Mortgagor to maintain with respect
to the related Mortgaged Property (i)  specific insurance coverage with respect to, or an all-risk casualty Insurance Policy
that does not specifically exclude, terrorist or similar acts, and/or (ii)  insurance coverage with respect to damages or casualties
caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case
as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action; provided that the Special
Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and (i) unless a Control
Termination Event is continuing, with the consent of the Directing Holder (other than with respect to an Excluded Loan or (ii) during
a Control Termination Event but while no Consultation Termination Event is continuing, after non-binding consultation with the applicable
Directing Holder as provided in Section 6.08 (other than with respect to an Excluded Loan)), that either (a) such insurance
is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, that if the Directing Holder does not respond within twenty (20)
days to the Special Servicer’s request for such consent or consultation, as applicable, such consent or consultation shall be deemed
waived; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder, the Special Servicer is not required
to do so. “Act”: The Securities Act of 1933, as it may be amended from time to time.


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


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


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




    	 	-8-	 



    


    

“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, attached as Exhibit EE.


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


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


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


“Additional Servicer”:
Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each
Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans
by unpaid principal balance as of any date of determination pursuant to Article XI.


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


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


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


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


“Affected Reporting
Party”: As defined in Section 11.13.


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


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


“Agreement”:
This Pooling and Servicing Agreement, including any related amendments and supplements.


“Applicable Laws”:
As defined in Section 8.15.




    	 	-9-	 



    


    

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


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


“Applicable Moody’s
Permitted Investment Rating”: in the case of such investments, the short-term debt obligations of which are rated at least “P-1”
by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.


“Applicable S&P
Permitted Investment Rating”: (A) in the case of such investments with maturities of sixty (60) days or less, the short-term
obligations of which are rated at least “A-1” by S&P, and (B) in the case of such investments with maturities of more
than sixty (60) days, the short-term obligations of which are rated “A-1+” by S&P (or at least “A-1” by S&P,
if the long-term obligations of which are rated at least “AA-” by S&P).


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


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


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole
Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (if no Consultation
Termination Event is continuing, in consultation with the Directing Holder (except in the case of an Excluded Loan as to such party),
and, during an Operating Advisor Consultation Event, in consultation with the Operating Advisor) as of the first Determination Date that
is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal or




    	 	-10-	 



    


    

conducts a valuation described below equal
to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the applicable Serviced Whole Loan, as the case may be, over
(b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more
Appraisals obtained by the Special Servicer with respect to that Mortgage Loan, Crossed Mortgage Loan Group or Serviced Whole Loan, as
the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master
Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect to that Mortgage Loan, Crossed
Mortgage Loan Group or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with
respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based
upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect
of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date
occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage
Rate (and, with respect to any Serviced AB Whole Loan, including any accrued and unpaid interest on the related Subordinate Companion
Loan(s)), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole
Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at
the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real
estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including
any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may
be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special
Servicer or the Trustee, as applicable); provided, however, that without limiting the Special Servicer’s obligation
to use reasonable efforts to obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or
performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to
the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within
one hundred twenty (120) days after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount
shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan,
as applicable, until such time as such Appraisal or valuation referred to above is received by the Special Servicer and the Appraisal
Reduction Amount shall be calculated as of the first Determination Date that is at least ten (10) Business Days thereafter. Promptly upon
the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Whole Loan), the Special Servicer shall use
reasonable efforts to obtain an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided,
further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition
of Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain such Appraisal within the one hundred twenty
(120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi)
of the definition of Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain such Appraisal within the
one hundred twenty (120) day period set forth in such clause (vi); provided, further, however, that in no
event




    	 	-11-	 



    


    

shall the Special Servicer be required to order
any such Appraisal within any time frame specified in this sentence. The Appraisal obtained by the Special Servicer, as described above,
shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Holder (but only if no
Consultation Termination Event is continuing and other than in the case of an Excluded Loan), the Operating Advisor, the Certificate Administrator
and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information
as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer will
not calculate Appraisal Reduction Amounts.


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


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


Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan will be calculated by the applicable party under and in accordance with and pursuant to the
terms of the applicable Non-Serviced PSA.


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, the earliest of
(i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other than
any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or a related Companion Loan, (ii) the
date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or a related Companion Loan, as applicable, or a change
in any other material economic term of such Mortgage Loan or a related Companion Loan, as applicable, (other than an extension of the
Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or a related Companion Loan, as applicable, by the
Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty
(30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition
is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is
filed with respect to a Mortgagor if not dismissed within such time, (vi) solely in the case of a delinquent Balloon Payment, (A) the
date occurring ninety (90) days after the date on which such Balloon Payment was due (except as described in clause (B) below)
or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect to the Balloon Payment as to which the related Mortgagor
has delivered to the Master Servicer or the Special Servicer (and in either such case the Master Servicer or the Special Servicer, as
applicable, shall promptly deliver a copy thereof to the Master Servicer (in the case of the Special Servicer) or the Special Servicer
(in the case of the Master Servicer)) on or before the date on which that Balloon Payment was due a refinancing commitment or otherwise
binding application or other similar binding document for




    	 	-12-	 



    


    

refinancing from an acceptable lender or signed
purchase agreement (in each case reasonably acceptable to the Special Servicer) one hundred twenty (120) days beyond the date on which
that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing
or purchase is scheduled to occur), and (vii) immediately after such Mortgage Loan or a related Companion Loan, as applicable, becomes
an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall
not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that, if an event
described in this definition occurs at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have
been reduced to zero, such event shall be deemed not to constitute an Appraisal Reduction Event. The Special Servicer shall notify the
Master Servicer, the applicable Directing Holder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and
the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events.
The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05.


Notwithstanding anything
to the contrary in the definition of Appraisal Reduction Event, no event, circumstance or action that has occurred or will occur with
respect to a COVID Modified Loan (other than an event described in clauses (iii), (iv), (v) or (vii) of the
definition of Appraisal Reduction Event) or the entry into of a COVID Modification Agreement shall constitute an Appraisal Reduction Event,
but only if, and for so long as, the related Mortgagor and each related obligor is in compliance with the terms of the related COVID Modification
Agreement.


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


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


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


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


“Art Ovation Hotel
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2022, by and between the holders
of the respective promissory notes evidencing the Art Ovation Hotel Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.


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


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




    	 	-13-	 



    


    

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


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


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


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


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


“Asset Review Report”:
A report setting forth the results of an Asset Review substantially in the form of Exhibit OO.


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


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


“Asset Review Trigger”:
Any time that either (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held
by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2) at least 15 Mortgage Loans are Delinquent
Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate
constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a
portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period.


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


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


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


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




    	 	-14-	 



    


    

disposition of all or a portion of such Mortgaged
Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date
hereof and from time to time hereafter.


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


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) that is
delinquent in respect of its Balloon Payment or any REO Loan (for purposes of any P&I Advances, only taking into account the portion
allocable to the related predecessor Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that
would have been due on such Mortgage Loan or REO Loan (for purposes of any P&I Advances, only taking into account the portion allocable
to the related predecessor Mortgage Loan) on the related Due Date based on the constant payment required by the related Mortgage Note
or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable,
assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection
with a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and/or the related Mortgaged
Property has not become an REO Property, and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (for purposes
of any P&I Advances, only taking into account the portion allocable to the related predecessor Mortgage Loan) at the applicable Mortgage
Rate (net of interest at the Servicing Fee Rate and the related Non-Serviced Primary Servicing Fee Rate, if applicable).


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent
pursuant to Section 5.02(a).


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


(a)              
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g)) and any REO Property
on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection
Account that is held for the benefit of the Companion Holders) as of the related P&I Advance Date, exclusive of (without duplication):


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




    	 	-15-	 



    


    

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


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


(iv)                          with
respect to the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each
February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final
Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan immediately following
the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage Rate to
the extent such amounts are Withheld Amounts;


(v)                             [Reserved];


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


(vii)                       all
amounts deposited in the Collection Account in error;


(viii)                    amounts
distributable to the Loan REMIC Residual Interest pursuant to the related REMIC Declarations and Section 4.01(k); and


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


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


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




    	 	-16-	 



    


    

actually payable with respect to the
Mortgage Loans for which such P&I Advances are made if not already deducted under clause (a)(iii)) pursuant to Section 4.03
or Section 7.05;


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


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


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


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


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


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


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


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


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


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender,
(a) any other Person controlling or controlled by or under common control with such borrower, Mortgagor, manager or Accelerated Mezzanine
Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such
borrower, Mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For 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.


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in or made
pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement.




    	 	-17-	 



    


    

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


“Central States
Industrial Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2022, by
and between the holders of the respective promissory notes evidencing the Central States Industrial Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-PF2, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


“Certificate Administrator”:
Computershare Trust Company, National Association in its capacity as certificate administrator, or any successor certificate administrator
appointed hereunder. Computershare Trust Company, National Association shall perform the certificate administrator role through its Corporate
Trust Services division (including any agents or affiliates, as applicable, utilized hereby).


“Certificate Administrator/Trustee
Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities
under this Agreement; provided that the Certificate Administrator/Trustee Fee includes the Trustee fee. The Certificate Administrator/Trustee
Fee shall be equal to the product of the Certificate Administrator/Trustee Fee Rate and the Stated Principal Balance of each Mortgage
Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan) and REO Mortgage Loan as of the preceding
Distribution Date.


“Certificate Administrator/Trustee
Fee Rate”: A rate equal to 0.01023% per annum.


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


“Certificate Balance”:
With respect to any Class of Certificates (other than the Class P Certificates and the Class R Certificates), (a) on or prior
to the first Distribution Date, an amount equal to the aggregate Original Certificate Balance of such Class, as specified in the Preliminary
Statement to this Agreement and (b) as of any date of determination after the first Distribution Date, the Certificate Balance of
such Class on the Distribution Date immediately prior




    	 	-18-	 



    


    

to such date of determination pursuant to Section 1.02(iii)
less any distributions allocable to principal and any allocations of Realized Losses made thereon on such prior Distribution Date.


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


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


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


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner
thereof; provided, however, that (1) solely for the purposes of giving any consent, approval, waiver or taking any action
pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, the
Operating Advisor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding and (2) solely for the
purposes of exercising any rights of a Certificateholder described under Section 2.03(k), any Certificates beneficially owned
by the related Mortgage Loan Seller shall be deemed not to be outstanding, and, in the case of either (1) or (2), the applicable 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, take any such action or exercise any such rights has been obtained; provided, however, that
notwithstanding the foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class, any Controlling
Class Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Holder solely
with respect to any related Excluded Controlling Class Loan; and provided, further, that for purposes of obtaining
the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator or any of their Affiliates shall be deemed to
be outstanding; provided that if such amendment relates to the termination, increase in compensation or material reduction of obligations
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator or any
of their Affiliates, then such Certificate so owned shall be deemed not to be outstanding; and provided, further, that such
restrictions shall not apply to (i) the exercise of the rights of the Special Servicer, the Master Servicer or any of their Affiliates
as a member of the Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect to which such
party is an Excluded Controlling Class Holder) or (ii) solely for purposes of accessing information, any Affiliate of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator that has provided an Investor
Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between
it and the Depositor, the Master Servicer, the Special Servicer, the Trustee,




    	 	-19-	 



    


    

the Operating Advisor or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master
Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such
Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein;
provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier
Regular Interests for the benefit of the Certificateholders.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer or the Asset
Representations Reviewer pursuant to Section 7.01(d) and Section 12.05 (other than as a result of the replacement
of the Special Servicer at the recommendation of the Operating Advisor), the Holders of Certificates evidencing at least 75% of the aggregate
Voting Rights (taking into account the application of Realized Losses and, with respect to the termination of the Special Servicer, the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


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


“Certification Parties”:
As defined in Section 11.06.


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


“Certifying Person”:
As defined in Section 11.06.


“Certifying Servicer”:
As defined in Section 11.09.


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetic (and, if applicable,
alphanumeric) Class designation and each designated Lower-Tier Regular Interest.


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


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


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


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




    	 	-20-	 



    


    

“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


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


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


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


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


“Class A-5
Certificate”: A Certificate designated as “Class A-5” on its face, in the form of Exhibit A-5,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on its face, in the form of Exhibit A-7,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


“Class A-SB
Certificate”: A Certificate designated as “Class A-SB” on its face, in the form of Exhibit A-6,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution
Date.


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


“Class B Certificate”:
A Certificate designated as “Class B” on its face, in the form of Exhibit A-8, and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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




    	 	-21-	 



    


    

“Class C Certificate”:
A Certificate designated as “Class C” on its face, in the form of Exhibit A-9, and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class D Certificate”:
A Certificate designated as “Class D” on its face, in the form of Exhibit A-10, and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class E-RR
Certificate”: A Certificate designated as “Class E-RR” on its face, in the form of Exhibit A-11,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class F-RR
Certificate”: A Certificate designated as “Class F-RR” on its face, in the form of Exhibit A-12,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class G-RR
Certificate”: A Certificate designated as “Class G-RR” on its face, in the form of Exhibit A-13,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class J-RR
Certificate”: A Certificate designated as “Class J-RR” on its face, in the form of Exhibit A-14,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class LA-1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement.




    	 	-22-	 



    


    

“Class LA-2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement.


“Class LA-3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement.


“Class LA-4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement.


“Class LA-5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement.


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


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


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


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


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


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


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


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




    	 	-23-	 



    


    

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


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


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


“Class NR-RR
Certificate”: A Certificate designated as “Class NR-RR” on its face, in the form of Exhibit A-15,
and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


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


“Class P Certificates”:
A Certificate designated as “Class P” on its face in the form of Exhibit A-17. The Class P Certificates will not be
entitled to distributions in respect of principal or interest other than a portion of any Yield Maintenance Charges (if any) and other
than a $100 payment on the first Distribution Date, which will be deemed a payment of principal on its REMIC regular interest principal
balance for federal income tax purposes.


“Class R Certificate”:
A Certificate designated as “Class R” on its face in the form of Exhibit A-16, and evidencing the sole
class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


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


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


“Clearstream”:
Clearstream Banking, Luxembourg or any successor thereto.


“Closing Date”:
November 30, 2022.


“CMBS”:
Commercial mortgage-backed securities.


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


“Collateral Deficiency
Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount equal to the excess of (i) the
Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included
therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable




    	 	-24-	 



    


    

to the subject Mortgage Loan (x) the most
recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken
into account in such Appraised Value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with,
or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by
the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the
benefit of the related Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the
amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the
Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)
and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the
lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be
determined separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator and the Special Servicer
may conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to
any Non-Serviced Mortgage Loan. The Certificate Administrator and the Master Servicer may conclusively rely on the Special Servicer’s
calculation or determination of any Collateral Deficiency Amount with respect to any Mortgage Loan (other than a Non-Serviced Mortgage
Loan). In the case of a Serviced Whole Loan, any Collateral Deficiency Amount shall be allocated among the related Mortgage Loan, Serviced
Pari Passu Companion Loan(s) and Subordinate Companion Loan(s) in the same manner as Appraisal Reduction Amounts.


With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),
the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an “as-is”
basis.


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders, which shall be titled “Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of
the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2”.
Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that
each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth
in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of
the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are
attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC.


“Collection Period”:
With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which that Distribution Date occurs
or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month and ending
on and including the Due




    	 	-25-	 



    


    

Date for such Mortgage Loan or Companion Loan
occurring in the month in which that Distribution Date occurs. Notwithstanding the foregoing, if the last day of a Collection Period (or
applicable Grace Period) is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or any related Companion
Loan relating to such Collection Period (or applicable Grace Period) on the Business Day immediately following such day shall be deemed
to have been received during such Collection Period and not during any other Collection Period.


“Column”:
Column Financial, Inc., a Delaware corporation, and its successors in interest.


“Commission”:
The Securities and Exchange Commission.


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be titled “Midland Loan Services,
a Division of PNC Bank, National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-PF2, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the
Trust, any Trust REMIC, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall
be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the
Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


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


“Companion Loan(s)”:
As defined in the Preliminary Statement.


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


“Companion Loan
Rating Agency Confirmations”: A confirmation from each applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


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


“Companion Register”:
As defined in Section 3.28.


“Compensating Interest
Payments”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other




    	 	-26-	 



    


    

than the Non-Serviced Mortgage Loans) and any
related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Loan or any Mortgage Loan (or any related Serviced
Pari Passu Companion Loan) on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related
Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution
Date that is, in the case of each Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan
and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at (i) a rate of 0.00125% per annum
for each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan not referred to in clause (A)(ii) hereof, or (ii) a rate
of 0.000625% per annum for each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan where certain servicing functions
are performed by any Sub-Servicer, and (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (and, so long as a Serviced Whole Loan is serviced
hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) as a result of the Master Servicer’s allowing the related Mortgagor
to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments
(other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage
Loan or Serviced Whole Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances
where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) (i) at the
request or with the consent of the Special Servicer or, (ii) for so long as no Control Termination Event is continuing, and, other
than with respect to an Excluded Loan, at the request or with the consent of the Directing Holder, or (Z) in connection with the payment
of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution
Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls
with respect to such Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


For the avoidance of doubt,
Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related
Serviced Companion Loan(s), pro rata, in accordance with their respective principal amounts, and the Master Servicer shall pay
the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan to the Non-Serviced Master
Servicer.


“Concord Mills Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of October 11, 2022, by and between the holders of the respective
promissory notes evidencing the Concord Mills Whole Loan, relating to the relative rights of such holders, as the same may be further
amended in accordance with the terms thereof.


“Consultation Termination
Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate
Balance is at least equal to 25% of the initial Certificate Balance of that Class, in each case, without regard to the application of
any Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class F-RR Certificates




    	 	-27-	 



    


    

is the majority Controlling Class Certificateholder
and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights
have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l); provided that
no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance
with respect to a successor Holder of the Class F-RR Certificates that has not irrevocably waived its right to exercise any of
the rights of the Controlling Class Certificateholder; provided, further, that a Consultation Termination Event shall not
be deemed to be continuing (other than with respect to a Consultation Termination Event pursuant to clause (ii)) if the Certificate
Balances of all Classes of Principal Balance Certificates (other than the Control Eligible Certificates) have been reduced to zero; provided,
further, that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder related
to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that, with respect to a Serviced
AB Whole Loan, no Consultation Termination Event will be deemed to be continuing unless a Control Appraisal Period is continuing under
the related Intercreditor Agreement and a Consultation Termination Event is continuing. With respect to any Excluded Loan, a Consultation
Termination Event shall be deemed continuing at all times.


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


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


“Control Termination
Event”: At any date at which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally
reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a)) that is
at least equal to 25% of the initial Certificate Balance of such Class, (ii) such Mortgage Loan or Whole Loan is an Excluded Loan or (iii)
a Holder of the Class F-RR Certificates becoming the majority Controlling Class Certificateholder and having irrevocably waived its right,
in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor
Controlling Class Certificateholder pursuant to Section 3.23(l); provided that a Control Termination Event (other than
a Control Termination Event pursuant to clause (iii)) shall not be deemed continuing if the Certificate Balances of all Classes
of Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of principal payments on the Mortgage
Loans; provided, further, that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable to the Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that with respect to a Serviced
AB Whole Loan, no Control Termination Event shall be deemed to be continuing unless a Control Appraisal Period is continuing under the
related Intercreditor Agreement and a Control Termination Event is continuing. With respect to any Excluded Loan a Control Termination
Event shall be deemed continuing at all times.




    	 	-28-	 



    


    

“Controlling Class”:
As of any date of determination, the most subordinate Class of Control Eligible Certificates then-outstanding that has a then-aggregate
Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with
Section 4.05(a)) at least equal to 25% of the initial Certificate Balance of that Class, or if no Class of Control Eligible
Certificates meets the preceding requirement, the most senior Class of Control Eligible Certificates; the Controlling Class as of
the Closing Date will be the Class NR-RR Certificates; provided that if, at any time, the Certificate Balances of all
Control Eligible Certificates, as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Classes, have been
reduced to zero, the Controlling Class shall be the most subordinate Class of Control Eligible Certificates that has a principal
balance greater than zero; provided, further, that if at any time the Certificate Balance of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E-RR Certificates have been reduced to zero
as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” shall be the most
subordinate Class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application
of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class.


“Controlling Class Certificateholders”:
Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar
from time to time, upon request by any party hereto. For the avoidance of doubt, whenever the term “Controlling Class Certificateholder”
is used in this Agreement without further clarification, the parties hereto intend for such references to mean the applicable Controlling
Class Certificateholder under the circumstances. The Trustee, the Master Servicer, the Special Servicer or the Operating Advisor
may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the
Holders (or Certificate Owners, if applicable) of the applicable Controlling Class and the Certificate Administrator shall promptly
provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable. The Trustee,
the Master Servicer, the Special Servicer and the Operating Advisor may rely on any such list so provided.


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 600 South
4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services – 3650R 2022-PF2;
and (ii) with respect to the Trustee at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951; and (iii) for all other purposes,
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS)
3650R 2022-PF2.


“Corrected Loan”:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such purposes
taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether by a consensual
modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and (provided that
no other Servicing Transfer Event exists or has occurred with respect to such Mortgage Loan or Companion Loan during such




    	 	-29-	 



    


    

preceding three (3) months, no additional default
is foreseeable in the reasonable judgment of the Special Servicer and no other event or circumstance exists that causes such Mortgage
Loan or Companion Loan, as applicable, to otherwise constitute a Specially Serviced Loan) the servicing of which the Special Servicer
has returned to the Master Servicer pursuant to Section 3.19(a).


“Credit Risk Retention
Compliance Agreement”: As defined in Section 3.31(a).


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


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


“COVID Emergency”:
The national emergency concerning the novel coronavirus disease (COVID-19) outbreak declared by the President on March 13, 2020 under
the National Emergencies Act (50 U.S.C. 1601 et seq.).


“COVID Modification”:
A modification of, or forbearance or waiver in respect of, a Mortgage Loan that satisfies each of the following conditions:


(i)                                prior
to the modification or forbearance or waiver, the related Mortgagor certified to the Special Servicer that it is seeking limited relief
from the terms of the related Mortgage Loan documents because it is experiencing a financial hardship due, directly or indirectly, to
the COVID Emergency;


(ii)                             the
related modification or forbearance or waiver provides for (a) the temporary forbearance, waiver or deferral with respect to payment obligations
or operating covenants, (b) the temporary alternative use of funds on deposit in any reserve account or escrow account for any purpose
other than the explicit purpose provided for in the related Mortgage Loan documents, or (c) such other modification, forbearance or waiver
that is related or incidental to clause (a) or clause (b) as may be reasonably determined by the Special Servicer in accordance
with the Servicing Standard to address a financial hardship due, directly or indirectly, to the COVID Emergency;


(v)                             if
a default or event of default existed under the Mortgage Loan prior to the modification or forbearance or waiver, the related COVID Modification
Agreement provides that such default or event of default is cured or deemed no longer outstanding;




    	 	-30-	 



    


    

(vi)                         any
COVID Modification Agreement (a) does not defer more than 3 monthly debt service payments under the Mortgage Loan, and (b) requires that
any payments deferred in accordance with clause (ii)(a) above or reserve or escrow amounts used for alternate purposes in accordance
with clause (ii)(b) above are repaid or restored in full within 21 months of the date of the first COVID Modification Agreement
with respect to such Mortgage Loan; and


(vii)                      the
related COVID Modification Agreement may (but shall not be required to) provide that (a) the Mortgage Loan will be full recourse to the
Mortgagor (and that such recourse obligation is a guaranteed obligation under the related borrower sponsor guaranty) if the certification
described in clause (i) is false or misleading, and/or (b) that a cash trap or sweep event will be deemed to have occurred under
the terms of the Mortgage Loan documents.


“COVID Modification
Agreement”: The agreement or agreements pursuant to which a COVID Modification is effected.


“COVID Modification
Fee”: As defined in Section 3.18(a).


“COVID Modified
Loan”: A Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan, that is subject to a COVID Modification.


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate Administrator,
the Master Servicer, the Special Servicer and, if no Control Termination Event is continuing, the Directing Certificateholder.


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


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


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


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




    	 	-31-	 



    


    

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


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


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


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


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


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


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


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




    	 	-32-	 



    


    

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


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


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


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


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the




    	 	-33-	 



    


    

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


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


“CREFC®
Loan Modification 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.


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


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


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


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


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


“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




    	 	-34-	 



    


    

from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally.


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


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


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


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


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


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


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




    	 	-35-	 



    


    

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


“Cross-Over Date”:
The first Distribution Date on which the Certificate Balances of each Class of the Subordinate Certificates have (calculated without giving
effect to the Principal Distribution Amount on such Distribution Date) all previously been reduced to zero as a result of the allocation
of Realized Losses to such Subordinate Certificates.


“Crossed Mortgage
Loan Group”: Any two or more individual mortgage loans that are cross-collateralized and cross-defaulted with each other
(it being understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan).
Each Crossed Mortgage Loan Group, if any, is identified by a separate letter under the column heading “Cross Collateralized Group”
on the Mortgage Loan Schedule.


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted
with one or more other mortgage loans within such Crossed Mortgage Loan Group (it being understood that for the purposes of this Agreement
each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan). Each Crossed Underlying Loan, if any, is identified under the
column heading “Cross Collateralized Group” on the Mortgage Loan Schedule.


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed
Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected
by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying
Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the
weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar
quarters preceding the repurchase or substitution is not less than the greater of (a) the weighted average Debt Service Coverage
Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported
calendar quarters preceding the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining
Crossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer
at the expense of the related Mortgage Loan Seller is not greater than the least of (a) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution
based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average
LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date
and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, furnishes the Trustee and the Certificate Administrator
with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause
an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not
cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution
or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining




    	 	-36-	 



    


    

in the Trust (while the Trust forbears from
exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with
respect to any Excluded Loan) unless a Control Termination Event is continuing, the Directing Certificateholder consents to the repurchase
or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.


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


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


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


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


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in November 2022, or with respect to any Mortgage Loan
that has its first Due Date after November 2022, the date that would have otherwise been the related Due Date in November 2022.


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


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




    	 	-37-	 



    


    

“Debt Service Coverage
Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement for the
related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to
(ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such period;
provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus as paying interest only for
a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related Periodic
Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization
term indicated in the Mortgage Loan Schedule).


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


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon
Payment, such period shall be one hundred twenty (120) days after the related Maturity Date (or for such shorter period beyond the date
on which the related Balloon Payment was due within which the refinancing or purchase referred to below is scheduled to occur pursuant
to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement or on which such
commitment or signed purchase agreement terminates) if the related Mortgagor has delivered to the Master Servicer or the Special Servicer
(and in either such case the Master Servicer or the Special Servicer, as applicable shall promptly deliver a copy thereof to the other
servicer), on or before the related Maturity Date, with (a) a written and fully executed (subject only to customary final closing conditions)
commitment, letter of intent, or otherwise binding document for refinancing or similar document that is, in each case, binding upon an
acceptable lender or (b) a signed purchase agreement, in the case of clause (a) or (b) (in each case, reasonably acceptable
to the Special Servicer); and, in either case such delinquency to be determined without giving effect to any Grace Period permitted by
the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note
or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity
of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


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


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


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained
by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y)




    	 	-38-	 



    


    

prepared by such party or any registered public
accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such
party pursuant to the delivery requirements under Article XI 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.


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


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class P Certificates, Class R Certificates,
HRR Certificates and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d) shall be Definitive
Certificates. For the avoidance of doubt, any HRR Certificate shall at all times during the Transfer Restriction Period be evidenced by
Definitive Certificates.


“Delinquent Loan”:
A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any Grace Period. For the avoidance of doubt, a delinquency that would
have existed but for a COVID Modification shall not constitute a delinquency, for so long as the related Mortgagor is complying with the
terms of such COVID Modification.


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


“Depositor”:
3650 REIT Commercial Mortgage Securities II LLC, a Delaware limited liability company, or its successor in interest.


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


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


“Designated Intercreditor
Agreement”: As defined in the definition of “Intercreditor Agreement”.




    	 	-39-	 



    


    

“Designated Servicing
Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, collectively the following documents:


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


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


(3)                               a
copy of the Mortgage;


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


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


(6)                               a
copy of any related title Insurance Policy or a marked up commitment therefor;


(7)                               a
copy of any environmental Insurance Policy or a marked up commitment therefor;


(8)                               legal
description of the related Mortgaged Property;


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


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


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


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


(13)                         the
related Mortgagor tax ID;


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


(15)                         a
copy of the related Ground Lease relating to such Mortgage Loan, if any; and


(16)                         in
the case of a Serviced Whole Loan or a Mortgage Loan with related mezzanine debt, a copy of the related Intercreditor Agreement(s).




    	 	-40-	 



    


    

“Designated Site”:
The Internet website used by the Depositor and Mortgage Loan Sellers to accept and upload the Diligence Files.


“Determination Date”:
With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)
calendar day of that month is not a Business Day, then the next Business Day), commencing in December 2022.


“Diligence File”:
With respect to each Mortgage Loan and any related Companion Loan(s), if applicable, collectively the following documents in electronic
format:


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


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


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


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


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


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


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




    	 	-41-	 



    


    

(vii)                       any Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan or a Mortgage Loan with any related mezzanine debt;


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


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


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


(xi)                            any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to
any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the
transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary of such comfort letter
or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;


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


(xiii)                      all
related environmental reports;


(xiv)                     in
the case of each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 (with the responsible party’s
social security number redacted) and 8811; and


(xv)                        all
related environmental Insurance Policies;


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


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


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


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




    	 	-42-	 



    


    

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


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


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


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


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


(k)              
a copy of all zoning reports;


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


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


(n)              
a copy of all UCC searches;


(o)              
a copy of all litigation searches;


(p)              
a copy of all bankruptcy searches;


(q)              
a copy of the origination settlement statement;


(r)               
a copy of any Insurance Consultant Report;


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


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


(u)              
a copy of any closure letter (environmental); and


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


in each such case, as and to the extent that
the originator received such documents or information in connection with the origination of such Mortgage Loan. If any of the items identified
above were not included or obtained in connection with the origination of such Mortgage Loan (other than any document that customarily
would not be included in connection with the origination of




    	 	-43-	 



    


    

the Mortgage Loan because such document is
inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage Loan has
any Additional Debt), the Diligence File shall include a statement to that effect; provided that no information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications or credit underwriting
analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified above again if such
items have already been included under another clause of the definition of “Diligence File”, and the Diligence File shall
include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information
as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer
to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


“Diligence File
Certificate”: As defined in Section 2.01(h).


“Directing Certificateholder”:
The initial Directing Certificateholder shall be 3650 Real Estate Investment Trust 2 LLC, a Delaware limited liability company. Thereafter,
the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than
50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to
time); provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or
(iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing
Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however,
that, in the case of this clause (iii), if no one Holder owns the largest aggregate Certificate Balance of the Controlling Class,
then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. During a Control Termination
Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. During
a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact
information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party may
conclusively rely on the name and contact information provided by the Depositor. If the Controlling Class Certificateholder has elected
to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder,
there will be no Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing Certificateholder
is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall assume that the identity
of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of
the then-current Directing Certificateholder.




    	 	-44-	 



    


    

“Directing Holder”:


(a)              
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan) or Serviced Whole
Loan (other than any Servicing Shift Mortgage Loan, Serviced AB Whole Loan or any applicable excluded Loan), the Directing Certificateholder;


(b)              
with respect to any Serviced AB Whole Loan, (i) for so long as no related Control Appraisal Period exists, the related AB Whole
Loan Controlling Holder and (ii) for so long as a related Control Appraisal Period exists, the Directing Certificateholder; and


(c)              
with respect to any Servicing Shift Whole Loan, (i) prior to the related Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder and (ii) on and after the related Servicing Shift Securitization Date, the party identified as the “directing
certificateholder” (or other analogous term) under the related Non-Serviced PSA.


No Control Termination Event
or a Consultation Termination Event shall affect the rights of a non-Directing Holder. Whenever the term “Directing Holder”
is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing
Holder under the circumstances.


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only”
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Trust or on
behalf of a Companion Holder or the performance of any construction work on the REO Property, other than through an Independent Contractor;
provided, however, that an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the
Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).


“Disclosable Special
Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan (including any related REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Mortgage Loan)),
any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, or rebates, or as
a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid
by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any guarantor or indemnitor in respect of a Mortgage
Loan or Serviced Companion Loan and any purchaser of any Mortgage Loan or Serviced Companion Loan or REO Property) in connection with
the disposition, workout or foreclosure of any such Mortgage Loan, the management or




    	 	-45-	 



    


    

disposition of any REO Property, and the performance
by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted
Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11.


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


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


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


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


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


“Disqualified Organization”:
Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except
for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any
international organization or any agency or instrumentality of any of the foregoing, (iii) any organization that is exempt from the
tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income)
on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain
farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate
Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


“Distribution Accounts”:
Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and the Loan REMIC Residual




    	 	-46-	 



    


    

Distribution Account (and in each case any
subaccount thereof), all of which may be subaccounts of a single Eligible Account.


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in December 2022.


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


“Do Not Hire List”:
The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties identified by the Depositor as having
failed to comply (after any applicable cure period) with their respective obligations under Article XI or as having failed
to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization transaction.
As of the Closing Date, no parties appear on the Do Not Hire List.


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


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


“EDGAR”:
As defined in Section 11.03.


“EDGAR-Compatible
Format”: With respect to (a) the Initial Schedule AL File, the Initial Schedule AL Additional File, the CREFC®
Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor, the
Certificate Administrator and the Master Servicer and (b) any report, file or document other than those listed in clause (a)
above, any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or
trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured debt obligations
or deposits of which are rated at least “A-” by S&P and at least “A2” by Moody’s, if the deposits are
to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating
of not less than “A-1” from S&P and not less than “P-1” from Moody’s, if the deposits are to be held
in such account for less than thirty (30) days and (B) and the short-term debt obligations or deposits of which have a short-term rating
of not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for less than
thirty (30) days and the long-term unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the
extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts
maintained with PNC Bank,




    	 	-47-	 



    


    

National Association so long as PNC Bank, National
Association’s long-term unsecured debt or deposit rating is at least “BBB” from S&P, “A2” by Moody’s
and “A” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30)
days) or PNC Bank, National Association’s short-term deposit or short-term unsecured debt rating is at least “A-1” from
S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company
are rated no less than “BBB” by S&P), “P-1” by Moody’s and “F1” from Fitch (to the extent
rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iii) such other account or accounts
(which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special
Servicer) 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) and (ii) above, with respect to which (A) a Rating Agency Confirmation has been obtained from each Rating
Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, and (B) if such
other account is rated below an investment grade rating or investment grade credit assessment by Moody's, Fitch, or S&P, a Rating
Agency Confirmation has been obtained from KBRA; (iv) any other account or accounts (which account may be an account maintained by or
with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer) not listed in clauses (i) and (ii)
above with respect to which a Rating Agency Confirmation has been obtained from (A) a Rating Agency Confirmation or Companion Loan Rating
Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency, as applicable, for which
the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, and (B) if such other account is
rated below an investment grade rating or investment grade credit assessment by Moody's, Fitch, or S&P, a Rating Agency Confirmation
has been obtained from KBRA; or (v) a segregated trust account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A-” from
S&P (if the deposits are to be held in the account for more than thirty (30) days) and “A2” from Moody’s or a short-term
unsecured debt rating of at least “A-1” from S&P and “P-1” from Moody’s (if the deposits are to be held
in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided
that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar
to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on
a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, S&P or Morningstar and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar has qualified,
downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant
concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole or material factor
in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is not (and
is neither affiliated nor Risk Retention Affiliated with) a Sponsor, a Mortgage Loan Seller, any originator, the Master Servicer, the
Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder, the Directing Certificateholder, the
Retaining Sponsor or any of their respective Affiliates, (d) has not performed (and is neither affiliated nor Risk Retention Affiliated
with any party hired to perform)




    	 	-48-	 



    


    

any due diligence, loan underwriting, brokerage,
borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or
on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Directing Holder, the Directing
Certificateholder or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them
in connection with any such services, and (e) that does not directly or indirectly, through one or more Affiliates or otherwise,
own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise
have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


“Eligible Operating
Advisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating Agencies (including,
in the case of the Operating Advisor, this transaction) but has not been a special servicer or operating advisor on a transaction for
which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such
transaction citing servicing or other relevant concerns with the Operating Advisor in its capacity as the special servicer or operating
advisor on such CMBS transaction as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 6.01(c), including to the effect that it possesses sufficient
financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (c) that is
not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, a Sponsor, the Retaining Sponsor, a Mortgage Loan Seller, any Borrower Party, the Directing Holder, the
Directing Certificateholder, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates or Risk Retention Affiliates; (d) that has not been paid by the Special Servicer
or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (e) that (x) has
been regularly engaged in the business of analyzing and advising clients in CMBS matters and that 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, any Mortgage Loan, any
Companion Loan, any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to
which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent
it also acts as the Asset Representations Reviewer).


“Enforcing Party”:
The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust against the related Mortgage
Loan Seller with respect to the Repurchase Request.


“Enforcing Servicer”:
As defined in Section 2.03(k).




    	 	-49-	 



    


    

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


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


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


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


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class P Certificate) that does not meet the requirements of Prohibited
Transaction Exemption 89-90 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate
by a Plan. As of the Closing Date, each of the Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates is an ERISA Restricted
Certificate.


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


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


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to
the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan
(and each related Serviced Companion Loan, unless prohibited under the related Intercreditor Agreement) and received and retained by the
Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such modification, waiver,
extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee and,
as provided in Section 3.11(c), only after the Special Servicer has received $25,000 in Workout Fees with respect to such
Corrected Loan.


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




    	 	-50-	 



    


    

which expenses have been recovered from the
related Mortgagor or otherwise. With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected
and earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned
by such Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification
Fees) will be subject to a cap of the greater of (i) 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced
Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such
modification, extension, waiver or amendment) and (ii) $25,000.


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate of any Prepayment Interest Shortfalls resulting from
any principal prepayments made on the Mortgage Loans to be included in the Available Funds for such Distribution Date that are not covered
by the Master Servicer’s Compensating Interest Payment (or the portion thereof allocated to the Mortgage Loans) for such Distribution
Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the
related Non-Serviced Master Servicer.


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan
and/or Excluded Loan. Immediately upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder,
as applicable, shall provide notice in the form of Exhibit P-1E to the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
and shall specifically identify the Excluded Controlling Class Holder and the related Mortgage Loan, specifying whether it is (A) an
Excluded Controlling Class Loan or (B) both an Excluded Loan and the subject Excluded Controlling Class Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
P-1F, which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which
notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. As of the Closing Date, there are no Excluded Controlling
Class Holders related to the Trust.


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan or Whole Loan is not
an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan as to either the Directing Certificateholder
or the Holder of the majority of the Controlling Class. As of the Closing Date, there are no Excluded Controlling Class Loans related
to the Trust.




    	 	-51-	 



    


    

“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan,
which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), any inspection reports related to Specially
Serviced Loans conducted by the Special Servicer (including any Excluded Special Servicer) and which may include any Operating Advisor
reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s Certificates delivered by the
Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, or such other information and reports designated as Excluded Information by the Special Servicer, the Master Servicer or the
Operating Advisor, as applicable, but in each case other than information with respect to such Excluded Controlling Class Loan that
is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any information aggregated on a pool
level basis and any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional
File shall not be considered “Excluded Information”. Excluded Information delivered to the Certificate Administrator must
be delivered in accordance with Section 3.30.


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Holder or (if the Directing Holder is the Directing
Certificateholder) the Holder of the majority of the Controlling Class (by Certificate Balance), is a Borrower Party. For the avoidance
of doubt, any Excluded Loan is also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related
to the Trust.


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


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special
Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries
thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded Special Servicer’s net
present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d), and any Officer’s
Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special Servicer Information
by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable. For the avoidance of doubt,
any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC®
Special Servicer Loan File relating to any Excluded Special Servicer Loan) and any Schedule AL Additional File shall not be considered
“Excluded Special Servicer Information”.


“Excluded Special
Servicer Loan”: Any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan with respect to which,
as of any date of




    	 	-52-	 



    


    

determination, the Special Servicer obtains
knowledge that it is a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans related to the Trust as
of the Closing Date.


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


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


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


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report, together with such other data or supporting
information provided by the Special Servicer to the applicable Directing Holder that does not include any communication (other than the
Final Asset Status Report) between the Special Servicer and such Directing Holder with respect to such Specially Serviced Loan required
to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form
fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing Holder Approval Process or following
completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final
Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described in Section 3.19.


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


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the applicable Directing Holder (other
than with respect to an Excluded Loan and only if no Consultation Termination Event is continuing), with respect to any Defaulted Loan
(and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as the
case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan
Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any
mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling
Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment,
which judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to
Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans other than an applicable Excluded Loan
if no Control Termination Event is continuing, the applicable Directing Holder will have ten (10) Business Days to review and approve
each such recovery determination by the Special Servicer; provided, however, that if the Directing Holder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent
shall be deemed given.


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




    	 	-53-	 



    


    

of which designation shall be given to the
Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder and the Special Servicer, and specific ratings of Fitch
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


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


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


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


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


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


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


“Gain-on-Sale Remittance
Amount”: For each Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve
Account on such Distribution Date, and (ii) the Gain-on-Sale Entitlement Amount.


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the
Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Computershare Trust Company, National Association, as Trustee, for the benefit of the registered holders of 3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2, Gain-on-Sale Reserve Account”. Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.




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“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan documents and/or before the imposition
of late payment charges and/or Default Interest.


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


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


“HRR Certificates”:
As defined in the Preliminary Statement.


“Icon One Daytona
Companion Loans”: With respect to the Icon One Daytona Mortgage Loan, the Companion Loans evidenced by the Notes identified
in the table under the heading “Whole Loans” in the Preliminary Statement hereto as being related to the Icon One Daytona
Mortgage Loan, which Notes are made by the related Mortgagor and secured by the Mortgage on the related Mortgaged Property, and which
are not included in the Trust.


“Icon One Daytona
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 18, 2021, by between the holders
of the respective promissory notes evidencing the Icon One Daytona Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


“Icon One Daytona
Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting of the Icon
One Daytona Mortgage Loan and the Icon One Daytona Loan REMIC Pari Passu Note, collections thereon, any related REO Property acquired
in respect thereof and all proceeds of such REO Property, other property related thereto, and amounts received in respect thereof from
time to time.


“Icon One Daytona
Loan REMIC Declaration”: As defined in the Preliminary Statement hereto.


“Icon One Daytona
Loan REMIC Pari Passu Notes”: With respect to the Icon One Daytona Loan, those certain promissory notes A-2 in the original
principal amount of $7,500,000 and A-3 in the original principal amount of $7,500,000 which evidence two of the Icon One Daytona Companion
Loans and are not assets of the Trust Fund, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified.


“Icon One Daytona
Loan REMIC Regular Interest”: With respect to the Icon One Daytona Loan REMIC, the approximately 40% ownership interest in the
uncertificated “regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the Icon One Daytona Loan




    	 	-55-	 



    


    

REMIC and as set forth in the Icon One Daytona
Loan REMIC Declaration. For the avoidance of doubt, the principal balance of the Icon One Daytona Loan REMIC Regular Interest shall at
all times equal the combined outstanding Stated Principal Balance of the Icon One Daytona Mortgage Loan (or, if applicable, the applicable
portion of the deemed Stated Principal Balance of any successor REO Loan). The interest rate on the Icon One Daytona Loan REMIC Regular
Interest shall be the Mortgage Rate of the Icon One Daytona Mortgage Loan. Payments and other collections of amounts received on or in
respect of the Icon One Daytona Mortgage Loan and the Icon One Daytona Loan REMIC Pari Passu Notes (or any related REO Property) shall
be deemed distributable on the Icon One Daytona Loan REMIC Regular Interest to the extent of the principal, interest at the related Mortgage
Rate and Yield Maintenance Charges due thereon. The Icon One Daytona Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“Impermissible Asset
Representations Reviewer Affiliate”: As defined in Section 3.32.


“Impermissible Operating
Advisor Affiliate”: As defined in Section 3.32.


“Impermissible Risk
Retention Affiliate”: As defined in Section 3.32.


“Impermissible TPP
Affiliate”: As defined in Section 3.32.


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




    	 	-56-	 



    


    

above for ownership of 1% or less of any class
of securities shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3)
of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class
of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion Holder, the Certificate Administrator
and the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided that the relationship
between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition
in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that
effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate
Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the
Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by
an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real
Property.


“Initial Class P
Deposit Amount”: A $100 payment made by the Depositor to the Certificate Administrator on the Closing Date in respect of the
Class P Certificates for deposit in the Upper-Tier Distribution Account.


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


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


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


“Initial Schedule
AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by Item 1111(h)(3)
or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 and, if




    	 	-57-	 



    


    

applicable, the Initial Schedule AL Additional
File to the Form ABS-EE incorporated by reference into the Prospectus.


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date, the
Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an
Initial Sub-Servicer.


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


“Inquiry”
and “Inquiries”: As each is defined in Section 4.06(a).


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


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


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


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


“Intercreditor Agreement”:
Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement (each a “Designated Intercreditor
Agreement”) and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders
in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan
documents. Solely with respect to a Joint Mortgage Loan treated as a Serviced Whole Loan in accordance with Section 3.34 hereof
(to the extent there is no related Intercreditor Agreement governing the relationship of the promissory notes comprising such Joint Mortgage
Loan), the applicable Mortgage Loan documents together with the provisions of Section 3.34 hereof.




    	 	-58-	 



    


    

“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount equal to the interest for the
related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance outstanding immediately
prior to such Distribution Date. Calculations of interest for each Interest Accrual Period will be made on the basis of a 360-day year
consisting of twelve 30-day months.


“Interest Accrual
Period”: For each Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.


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


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


“Interest Reserve
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator
pursuant to Section 3.04, which shall be initially titled “Computershare Trust Company, National Association, as Certificate
Administrator, for the benefit of Computershare Trust Company, National Association, as Trustee, for the benefit of the Holders of Commercial
Mortgage Pass-Through Certificates, Series 2022-PF2, Interest Reserve Account” and which must be an Eligible Account or a sub-account
of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.


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


“Interested Person”:
As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, the Directing Holder, any Sponsor, any Borrower Party, any Independent Contractor
engaged by the Special Servicer, or any known Affiliate of any of the preceding entities. With respect to a Whole Loan if it is a Defaulted
Loan, the Depositor, the Master Servicer, the Special Servicer (or any Independent Contractor engaged by the Special Servicer), or the
trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative, any holder of a related mezzanine
loan, or any known Affiliate of any such party described above.




    	 	-59-	 



    


    

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


“Investment Representation
Letter”: As defined in Section 5.03(e), in the form of Exhibit C.


“Investor Certification”:
A certificate (which may be in electronic form), substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit P-1C
or Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder
or the Directing Certificateholder (in each case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate,
a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the foregoing),
(ii) that either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person
is a Borrower Party in which case (1) if such Person is the Directing Certificateholder or Controlling Class Certificateholder,
as applicable, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate
Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the
Directing Certificateholder or Controlling Class Certificateholder, as applicable, the Certificate Administrator shall provide such
Person access only to the Distribution Date Statements prepared by the Certificate Administrator, (iii) (other than with respect
to a Companion Holder) that, except in the case of a prospective purchaser of a Certificate, such Person has received a copy of the final
Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws;
provided, however, that any Excluded Controlling Class Holder (i) will be permitted to reasonably request and
obtain in accordance with Section 4.02(f) any Excluded Information relating to any Excluded Controlling Class Loan with
respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) and (ii) will be considered a Privileged
Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling
Class Loan.


“Investor Q&A
Forum”: As defined in Section 4.06(a).


“Investor Registry”:
As defined in Section 4.06(b).


“IPG Portfolio Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of October 25, 2022, by and between the holders of the respective promissory
notes evidencing the IPG Portfolio Whole Loan, relating to the relative rights of such holders, as the same may be further amended in
accordance with the terms thereof.


“Joint Mortgage
Loan”: A Mortgage Loan evidenced by Mortgage Note(s) contributed to the Trust by more than one Mortgage Loan Seller. The Mortgage
Loans secured by the Mortgaged Properties identified on Exhibit B as For the avoidance of doubt, there are no Joint Mortgage Loans
related to the Trust as of the Closing Date.




    	 	-60-	 



    


    

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


“Lakeshore Marketplace
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 7, 2022, by and between the holders
of the respective promissory notes evidencing the Lakeshore Marketplace Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


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


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


“Liquidation Event”:
With respect to any Mortgage Loan or any REO Property (and the related REO Loan), any of the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such Mortgage Loan
is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan or REO Property is purchased by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable)
pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan or REO Property
is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the applicable Controlling Class or the
Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange




    	 	-61-	 



    


    

for its Certificates pursuant to Section 9.01;
or (vi) such Mortgage Loan or REO Property is sold by the Special Servicer pursuant to the terms of this Agreement.


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


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




    	 	-62-	 



    


    

Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full (but, if a Liquidation Fee is not payable due to the application of any of clauses (a)
through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor
to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with respect
to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan and any related Companion Loan, or REO Property and received by the Special Servicer as compensation
within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee; provided, however, that no Liquidation Fee will be less than $25,000. No Liquidation Fee shall be payable in connection
with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment during
the Initial Cure Period.


“Liquidation Fee
Rate”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, Specially Serviced
Loan or REO Property as to which a Liquidation Fee is payable, a rate equal to the lesser of (a) such rate as would result in a Liquidation
Fee of $1,000,000 and (b) 1.0% (or 0.50% in the case of the TOTAL Plaza Whole Loan) with respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan), each Specially Serviced Loan and each REO Property; provided, however, that if the rate in clause (b)
above would result in a Liquidation Fee that would be less than $25,000 in circumstances where a Liquidation Fee is to be paid, then such
rate as would yield a Liquidation Fee equal to $25,000.


“Liquidation Proceeds”:
Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including
a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion Loan,
if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required
to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and
Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially
Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b); (iv) the
repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class, the Special
Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase
of any Specially Serviced Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine
lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments
from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) (provided that, for
the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of
Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which
the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With
respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the
extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor
Agreement.




    	 	-63-	 



    


    

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


“Loan REMIC”:
As defined in the Preliminary Statement.


“Loan REMIC Regular
Interests”: Collectively, the Patewood Corporate Center Loan REMIC Regular Interest, the PetSmart HQ Loan REMIC Regular Interest,
the Prince Hall Apartments Loan REMIC Regular Interest and the Icon One Daytona Loan REMIC Regular Interest.


“Loan REMIC Residual
Distribution Account”: The account or accounts created and maintained as a separate account or accounts by the Certificate Administrator
pursuant to Section 3.04(e) of this Agreement, which shall be titled “Computershare Trust Company, National Association,
as Certificate Administrator on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of the registered
holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2, Loan REMIC Residual
Distribution Account” and which must be an Eligible Account. The Loan REMIC Residual Distribution Account shall be held solely for
the benefit of the Holders of the Class R Certificates.


“Loan REMIC Residual
Interests”: The Patewood Corporate Center Loan REMIC Residual Interest, the PetSmart HQ Loan REMIC Residual Interest and the
Prince Hall Apartments Loan REMIC Residual Interest.


“Loan Seller Defeasance
Rights and Obligations”: As defined in Section 3.18(i).


“Loan-Specific Directing
Certificateholder”: With respect to a Servicing Shift Mortgage Loan, the “Controlling Holder”, the “Directing
Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept as set forth
under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing Certificateholder
with respect to the related Servicing Shift Mortgage Loan will be the holder of the related Servicing Shift Lead Note as set forth in
Exhibit S. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, there are no Loan-Specific Directing
Certificateholders with respect to the Trust.


“Loss of Value Payment”:
As defined in Section 2.03(b).


“Loss of Value Reserve
Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated
as such pursuant to Section 3.04(i). The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any Trust
REMIC.


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


“Lower-Tier Principal
Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution Date, an
amount equal to the Original Lower-Tier




    	 	-64-	 



    


    

Principal Amount of such Class as specified
in the Preliminary Statement, and (ii) as of any date of determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution Date immediately prior to such date of determination (determined
as adjusted pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c)).


“Lower-Tier Regular
Interests”: Any of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S,
Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR, Class LJ-RR and Class LNR-RR Uncertificated
Interests.


“Lower-Tier
REMIC”: One of six separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans
(other than the assets held by the Loan REMICs), the Loan REMIC Regular Interests and the proceeds thereof, any REO Property with respect
thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan) or the Trust’s beneficial interest in any REO
Property with respect to a Non-Serviced Whole Loan, such amounts as shall from time to time be held in the Collection Account (other
than with respect to any Companion Loan), the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale
Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included in the Trust Fund that are not in any
other Trust REMIC, except for the Loss of Value Reserve Fund.


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially
be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Computershare Trust Company,
National Association, as Trustee, for the benefit of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-PF2, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


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


“MAI”:
Member of the Appraisal Institute.


“Major Decision”:
As defined in Section 6.08(a).


“Major Decision
Reporting Package”: means, with respect to any Major Decision for which it is processing, a written report by the Special Servicer
describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer and (ii) the proposed course
of action recommended. Each such report at the option of the Special Servicer may be in the form of an Asset Status Report.


“Majority Owned
Affiliate”: As defined in the Credit Risk Retention Rules.




    	 	-65-	 



    


    

“Master Servicer”:
With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association and its successors in
interest and assigns, or any successor appointed as allowed herein.


“Master Servicer
Decision”: With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan, (a) any decision
or Mortgagor request with respect to (i) defeasances identified in Section 3.18(h), Section 3.18(i), Section 3.18(j)
or Section 3.18(l), (ii) collections, record keeping, reporting, payment processing and Companion Paying Agent functions pursuant
to Section 3.02, Section 3.03(b), Section 3.04(a), Section 3.04(c) and Section 3.04(d),
Section 3.05(a), Section 3.05(i), Section 3.10 (regarding full payoff of a Non-Specially Serviced
Loan), Section 3.12, Section 3.17(b), Section 3.19(c), Section 4.01(l) or Section 4.06
(responses to NRSRO inquiries), (iii) inspections of Mortgaged Properties securing Non-Specially Serviced Loans pursuant to Section 3.12,
(iv) property insurance and tax matters identified in Section 3.03 or Section 3.07, (v) Advances (including nonrecoverability
determinations) pursuant to Section 3.03(c), Section 3.17(c) or Section 4.03, and (vi) any note-splitting
amendment to an Intercreditor Agreement, and (b) any decision which the Master Servicer is to make under (i) Section 2.03
(regarding notice of material default, material defect, or repurchase claims), (ii) Section 3.01 (general servicing of the
Non-Specially Serviced Mortgage Loans) other than (A) any Mortgagor request, (B) a decision to release any reserve to a Mortgagor if such
decision would constitute a Major Decision; (C) a decision to modify or take action (or to refrain from taking action under any provisions
regarding cash trap and lease sweep triggers, removal of a property manager or allocation of casualty or condemnation proceeds; (D) the
calculation of loan-to-value ratio in connection with any principal prepayment or property release or substitution; or (E) unless required
by the Mortgage Loan Documents, a decision to modify any covenant setting for reserve level requirements or a decision that a Mortgagor
has failed to increase reserve requirements as required by the Mortgage Loan Documents, or (iii) Section 3.06 (investment
of funds held in Accounts held by the Master Servicer), Section 3.11 (regarding the Master Servicer's compensation, including
waivers of compensation due the Master Servicer), Section 3.13 (access to information), Section 3.17(e) (modification
of or amendment to Intercreditor Agreements), Section 3.19 (whether a Servicing Transfer Event has occurred with respect to
such Mortgage Loan or Serviced Whole Loan), Section 3.20 (Subservicing Agreements), Section 3.22 (contact with
Directing Holder and Operating Advisor), Section 3.24 (Intercreditor Agreements), Section 3.27 (Companion Paying
Agents), Section 3.28 (Companion Register), Section 3.33 (litigation control) and Section 4.05 (Appraisal
Reduction Amounts and calculations made by the Master Servicer with respect to such amounts).


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


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


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




    	 	-66-	 



    


    

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


“Meadowood Mall
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 5, 2021, between the holders of
the respective promissory notes evidencing the Meadowood Mall Whole Loan, relating to the relative rights of such holders, as the same
may be further amended in accordance with the terms thereof.


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


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


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


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


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


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related Mortgage
Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


“Mortgage File”:
With respect to each Mortgage Loan and any related Companion Loan(s), but subject to Section 2.01, collectively the following
documents:


(i)                                 the
original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of “Computershare
Trust Company, National Association, as Trustee, on behalf of the registered




    	 	-67-	 



    


    

Holders of 3650R 2022-PF2 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2” or in blank and further showing a complete, unbroken
chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable
Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed
to the Trustee);


(ii)                               (A)
the original of the Mortgage or a certified copy thereof from the applicable recording office (or a copy thereof from the applicable
recording office if (to the knowledge of the applicable Mortgage Loan Seller or its third-party vendor, as certified by such party to
the Custodian in writing) it is not the practice of such office to provide certified copies, provided that the Custodian may conclusively
rely on any such certification by such Mortgage Loan Seller or third-party vendor and shall not be required to investigate whether any
recording office cannot provide a certified copy) and, (B) if applicable, the originals or certified copies thereof from the applicable
recording office (or copies thereof from the applicable recording office if (to the knowledge of the applicable Mortgage Loan Seller
or its third-party vendor, as certified by such party to the Custodian in writing) it is not the practice of such office to provide certified
copies, provided that the Custodian may conclusively rely on any such certification by such Mortgage Loan Seller or third-party vendor
and shall not be required to investigate whether any recording office cannot provide a certified copy) of any intervening assignments
thereof showing a complete chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee
of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon;


(iii)                           an
original Assignment of Mortgage in blank or in favor of “Computershare Trust Company, National Association, as Trustee, on behalf
of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2”
or in blank and, in the case of any Serviced Whole Loan, “Computershare Trust Company, National Association, as Trustee, on behalf
of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2
and the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain missing
recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible
for the recordation of that assignment, a copy of such assignment certified to be the copy of such assignment submitted or to be submitted
for recording);


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




    	 	-68-	 



    


    

(v)                             an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Computershare Trust Company, National Association, as Trustee, on behalf of the registered holders of 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2” or in blank and, in the case of any
Serviced Whole Loan, “Computershare Trust Company, National Association, as Trustee, on behalf of the registered holders of 3650R
2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 and the holder(s) of the related Companion
Loan(s), as their interests may appear” and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment,
a copy of such assignment certified to be the copy of such assignment submitted or to be submitted for recording);


(vi)                          the
original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Computershare Trust Company, National
Association, as Trustee, on behalf of the registered Holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-PF2” or in blank or, in the case of a Serviced Whole Loan, in favor of “Computershare Trust Company,
National Association, as Trustee, on behalf of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-PF2 and the holder(s) of the related Companion Loan(s), as their interests may appear”,
if not already assigned pursuant to items (iii) or (v) above;


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


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


(ix)                            any
filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable Mortgage Loan Seller;


(x)                               an
original assignment in favor of “Computershare Trust Company, National Association, as Trustee, on behalf of the registered Holders
of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2” and, in the case
of any Serviced Whole Loan,




    	 	-69-	 



    


    

“Computershare Trust Company, National
Association, as Trustee, on behalf of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-PF2 and the holder of the related Companion Loan(s), as their interests may appear” of any financing statement
executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller
is responsible for the filing of that assignment, a copy thereof certified to be the copy of such assignment submitted or to be submitted
for recording);


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


(xii)                         the
original or copies of any Loan Agreement, escrow agreement, security agreement or letter of credit relating to such Mortgage Loan or
a related Serviced Whole Loan;


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


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


(xv)                        the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or a related
Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of such Mortgage Loan or a related Serviced Whole Loan and a request for confirmation
that the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the
Trust, as the case may be;


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


(xvii)                  in
the case of each Loan REMIC, a copy of the related REMIC Declaration; and


(xviii)               the
original or a copy of any related mezzanine Intercreditor Agreement;


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists
with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage
File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy
in the




    	 	-70-	 



    


    

Mortgage File for any of the Mortgage Loans
constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for
each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such
“Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the
Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note),
(d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment of Mortgage,
any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not
be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust
as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the
Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be construed
to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable
Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document
delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other
than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required)
including a copy of the Mortgage securing the applicable Mortgage Loan, and any assignments or other transfer documents referred to in
clauses (iii), (iv), (v), (vi), (ix) and (x) above as being in favor of the Trustee shall
instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its behalf, (f) in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements
with respect to the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement
will also be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan
Seller of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the
custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) and (g)
in connection with any Servicing Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage
Loan Seller on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) shall be
transferred to the custodian pursuant to Section 2.01(j).


Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the
original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either of the applicable
Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust. As
used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related
Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified
Substitute Mortgage Loan that has replaced a Mortgage Loan




    	 	-71-	 



    


    

pursuant to Section 2.03 and exclude
any such replaced Mortgage Loan. For the avoidance of doubt, no Loan Seller Defeasance Rights and Obligations will be part of a “Mortgage
Loan” or an asset of the Trust.


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


“Mortgage Loan Schedule”:
The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached as Exhibit B,
which list sets forth the following information with respect to each Mortgage Loan so transferred:


(i)                                 the
loan identification number (as specified in Annex A-1 to the Prospectus);


(ii)                              Mortgage
Loan or Mortgaged Property name;


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


(iv)                          the
Cut-off Date Balance;


(v)                             the
Mortgage Rate in effect at the Cut-off Date;


(vi)                          the
Maturity Date;


(vii)                       the
applicable Servicing Fee Rate, Master Servicing Fee Rate, Primary Servicing Fee Rate and Subservicing Fee Rate;


(viii)                    the
Mortgage Loan Seller;


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


(x)                               the
Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate (%)”,
“Primary Servicing Fee Rate (%)” and “Subservicing Fee Rate (%)”), and the Non-Serviced Primary Servicing Fee
Rate (which may be presented as consisting of the following separate components: “Non-Serviced Primary Servicing Fee Rate (%)”
and “Non-Serviced Subservicing Fee Rate (%)”;


(xi)                            identifying
which Mortgage Loans, if any, with which it forms a Crossed Collateralized Group;


(xii)                         [Reserved];


(xiii)                      [Reserved];


(xiv)                     [Reserved];




    	 	-72-	 



    


    

(xv)                        whether the Mortgage Loan is a 30/360 Mortgage Loan or Actual/360 Mortgage Loan;


(xvi)                     whether
such Mortgage Loan has a letter of credit;


(xvii)                  whether
such Mortgage Loan is subject to a leasehold interest;


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


(xix)                       whether
the related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.


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


“Mortgage Loan Seller”:
Each of (i) 3650 REIT, (ii) GACC, (iii) CREFI and (iv) Column.


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


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


“Mortgage Rate”:
With respect to (i) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case, any successor REO Loan)
on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default and, if applicable, any
REO Acquisition) to accrue on such Mortgage Loan or related Serviced Pari Passu Companion Loan from time to time in accordance with the
related Mortgage Note and applicable law without giving effect to any default rate; or (ii) any Mortgage Loan or related Serviced
Pari Passu Companion Loan (or, in either case, any successor REO Loan) after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date and, if applicable, any REO Acquisition.


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


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




    	 	-73-	 



    


    

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


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


“Net Mortgage Rate”:
With respect to each Mortgage Loan as of any date of determination, a rate per annum equal to the related Mortgage Rate then in
effect, minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms
of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer or a Non-Serviced
Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor or otherwise; provided,
further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day
months, then, solely for purposes of calculating Pass-Through Rates and the WAC Rates on the Regular Certificates, the Net Mortgage
Rate of such Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the
one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding
the Due Date that occurs in February in any year which is a leap year (in any event, unless the related Distribution Date is the final
Distribution Date), will be determined exclusive of any Withheld Amounts in respect of such Actual/360 Mortgage Loan and (B) preceding
the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of
the Withheld Amounts in respect of such Actual/360 Mortgage Loan for the immediately preceding January and/or February, if applicable.
With respect to any REO Mortgage Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor
Mortgage Loan had remained outstanding. With respect to any Mortgage Loan held by a Loan REMIC, the computations set forth above shall
be made with respect to the related Loan REMIC Regular Interest instead of the related Mortgage Loan.


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




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


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


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


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced
Mortgage Loan) or REO Mortgage Loan, which the Master Servicer, in accordance with the Servicing Standard, or the Trustee, in its good
faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued and unpaid interest
thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Mortgage
Loan; provided, however, that the Special Servicer may, at its option (other than with respect to an Excluded Special Servicer
Loan), make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made
is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other
Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.
Any such determination by the Master Servicer, the Special Servicer or the Trustee may be conclusively relied upon by, and shall be binding
upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall not have such obligation to
make an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special
Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer
or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed
P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee may make its own subsequent determination that
any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance.


With respect to any Non-Serviced
Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization of
the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion
Loan, if made, would be a “nonrecoverable P&I advance”, such determination shall not be binding on the Master Servicer
and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with
respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such
determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise).


In making such recoverability
determination, the Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other
things) (i) the




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obligations of the Mortgagor under the terms
of the related Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is”
or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in
its capacity as Trustee) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (b) to
estimate and consider (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) the timing of recoveries, and (d) to give due regard to the existence of any Nonrecoverable
Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer or the Trustee
because there is insufficient principal available for such recovery, in light of the fact that related proceeds are a source of recovery
not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance.


In addition, any Person,
in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which, at the
time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal
available for such reimbursement, in light of the fact that proceeds on the related Mortgage Loan are a source of reimbursement not only
for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely
in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates
or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer or Special
Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates
in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s, the Special Servicer’s
or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.


The determination by the
Master Servicer, the Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable, has made
a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or
any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special
Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator and the Directing Certificateholder (but
in the case of the Directing Certificateholder, only if no Consultation Termination Event is continuing and other than with respect to
an Excluded Loan) (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master
Servicer, as applicable), the Operating Advisor (but only in the case of the Special Servicer), the Depositor, or




    	 	-76-	 



    


    

by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any
Other Servicer or Non-Serviced Master Servicer, as applicable) and the Certificate Administrator. The Officer’s Certificate shall
set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income and expense statements,
rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or the
Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan, or the related
Mortgaged Property).


In the case of a Crossed
Underlying Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related Crossed
Mortgage Loan Group.


“Nonrecoverable Servicing
Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan), Whole Loan or REO Property which the Master Servicer, the Special Servicer, in each case in accordance with the Servicing
Standard, or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together
with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider
(among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable,
as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and
occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (among other
things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things)
the timing of recoveries and (d) give due regard to the existence of any Nonrecoverable Advances that, at the time of such consideration,
the recovery of which are being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available
for such reimbursement, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing
Advance is a Nonrecoverable Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for
the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with




    	 	-77-	 



    


    

the Servicing Standard, in the case of the Master
Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense
of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
(and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special
Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for such purpose).
Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the Special
Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced
by an Officer’s Certificate delivered by either of the Special Servicer or the Master Servicer to the other and to the Trustee,
the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder, only if no Consultation
Termination Event is continuing and other than with respect to an Excluded Loan) (and in the case of a Serviced Mortgage Loan or Non-Serviced
Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable), the Operating Advisor (but only in the case of the
Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Certificate Administrator (and in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced
Master Servicer, as applicable); provided, however, that the Special Servicer may, at its option, make a determination in
accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing
Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Trustee, the
Operating Advisor, the Certificate Administrator and the 17g-5 Information Provider notice of such determination. Any such determination
by the Master Servicer, the Special Servicer or the Trustee may be conclusively relied upon by, and shall be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall not have such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that
such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee,
as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing
Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance.
The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent
available, related income and expense statements, rent rolls, occupancy status and property inspections, and shall include any existing
Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property). The Special
Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding
the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes
of making recoverability determinations. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master




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Servicer make a Servicing Advance, the Master
Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided,
however, that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with
respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In
the case of a Crossed Underlying Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related Crossed Mortgage Loan Group. The determination as to the recoverability of any servicing advance previously made or proposed
to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced PSA.


“Non-Reduced Certificates”:
As of any date of determination, any Class of Principal Balance Certificates then-outstanding for which, in any case (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 Holders 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 Holders of such Class
of Certificates.


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


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


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


“Non-Serviced Companion
Loan”: Each of the Companion Loans related to a Non-Serviced Whole Loan.


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


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


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


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


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




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“Non-Serviced Mortgaged
Property”: The Mortgaged Property that secures a Non-Serviced Whole Loan.


“Non-Serviced Operating
Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


“Non-Serviced Paying
Agent”: The “Paying Agent” under a Non-Serviced PSA.


“Non-Serviced Primary
Servicing Fee Rate”: The primary servicing fee rate with respect to a Non-Serviced Mortgage Loan under a Non-Serviced PSA, which,
with respect to each Non-Serviced Mortgage Loan, is the aggregate rate set forth on the Mortgage Loan Schedule under the headings “Non-Serviced
Primary Servicing Fee Rate (%)” and “Non-Serviced Sub-Servicing Fee Rate (%)”.


“Non-Serviced PSA”:
With respect to:


(i)                                 each
of the Whole Loans identified as “Non-Serviced” under the column titled “Type” in the “Whole Loan”
chart in the Preliminary Statement, the related pooling and servicing agreement or trust and servicing agreement identified under the
column titled “Non-Serviced PSA”; and


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


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


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


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


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


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


“Non-Specially Serviced
Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan, except in the case of Section 2.03(f) and Section 2.03(k)
through Section 2.03(o)) or Serviced Companion Loan that is not a Specially Serviced Loan.


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


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




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


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


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


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


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


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


“Operating Advisor”:
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 3.26(c).


“Operating Advisor
Consultation Event”: The event that occurs when either (i) the HRR Certificates have an aggregate Certificate Balance (as
notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a)
of this Agreement) equal to or less than 25% of the initial aggregate Certificate Balance of the HRR Certificates, or (ii) a Control
Termination Event is continuing (or a Control Termination Event would be continuing if not for the last proviso in the definition thereof).


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 or such lesser amount as the Master Servicer or the Special Servicer, as applicable,
collects from the related Mortgagor with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or Servicing Shift Mortgage
Loan), payable pursuant to Section 3.05; provided, however, that, subject to Section 3.26(h), no
such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, however,
that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates have been reduced
to zero as a result of the allocation of Realized Losses to such Certificates, such fee shall be payable in full to the Operating Advisor
as an expense




    	 	-81-	 



    


    

of the Trust; provided, further,
that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision;
provided, further, that the Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any
Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with
the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction).


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


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


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
of 0.00257% with respect to the Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans. If the Operating Advisor has
resigned pursuant to the second paragraph of Section 3.26(m) or has been terminated pursuant to Section 3.26(i)
and Section 3.26(j) and no replacement has been appointed, the Operating Advisor Fee Rate shall be 0.0%.


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and
for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan, for the benefit of the holders of the related
Companion Loan (as a collective whole as if such Certificateholders and the holders of the related Companion Loans constituted a single
lender, taking into account the pari passu or subordinate nature of any such Companion Loan), and not in the best interest of nor
for the benefit of any particular class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith
and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any
of its affiliates may have with any of the underlying Mortgagors, property managers, any Sponsor, any Mortgage Loan Seller, the Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Certificateholder or any of their
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:


(a)              
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty (30)
days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating Advisor by any
party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by




    	 	-82-	 



    


    

the Holders of Certificates evidencing
greater than 25% of the aggregate Voting Rights; provided that with respect to any such failure that is not curable within such
thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such cure so long as it
has commenced to cure such failure within the initial thirty (30) day period and has provided the Trustee and the Certificate Administrator
with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


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


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


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


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


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


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




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


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


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


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


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


“Other Master Servicer”:
Any master servicer under an Other Pooling and Servicing Agreement.


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


“Other Securitization”:
As defined in Section 11.06.


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


“Other Special Servicer”:
The special servicer under an Other Pooling and Servicing Agreement.


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


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


“P&I Advance”:
As to any Mortgage Loan or REO Mortgage Loan, any advance made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03
or Section 7.05.




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


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


“Par Purchase Price”
As defined in Section 3.16(a)(iii).


“Pass-Through Rate”:
Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4
Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through
Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E-RR
Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class J-RR Pass-Through
Rate and the Class NR-RR Pass-Through Rate.


“Patewood Corporate
Center Companion Loans”: With respect to the Patewood Corporate Center Mortgage Loan, the Companion Loans evidenced by the Notes
identified in the table under the heading “Whole Loans” in the Preliminary Statement hereto as being related to the Patewood
Corporate Center Mortgage Loan, which Notes are made by the related Mortgagor and secured by the Mortgage on the Patewood Corporate Center
Mortgaged Property, and which are not included in the Trust.


“Patewood Corporate
Center Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 18, 2021, by and between
the holders of the respective promissory notes evidencing the Patewood Corporate Center Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


“Patewood Corporate
Center Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting of the
Patewood Corporate Center Mortgage Loan and the Patewood Corporate Center Loan REMIC Pari Passu Notes, collections thereon, any related
REO Property acquired in respect thereof and all proceeds of such REO Property, other property related thereto, and amounts received in
respect thereof from time to time.


“Patewood Corporate
Center Loan REMIC Declaration”: As defined in the Preliminary Statement hereto.


“Patewood Corporate
Center Loan REMIC Pari Passu Notes”: With respect to the Patewood Corporate Center Whole Loan, those certain promissory notes
A-2 in the original principal amount of $10,000,000 and A-3 in the original principal amount of $10,500,000, which evidence two of the
Patewood Corporate Center Companion Loans and are not assets of the Trust Fund, as the same may hereafter be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


“Patewood Corporate
Center Loan REMIC Regular Interest”: With respect to the Patewood Corporate Center Loan REMIC, an approximately 46.753% ownership
interest in the uncertificated “regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the




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Patewood Corporate Center Loan REMIC and as
set forth in the Patewood Corporate Center Loan REMIC Declaration. For the avoidance of doubt, the principal balance of the Patewood Corporate
Center Loan REMIC Regular Interest shall at all times equal the combined outstanding Stated Principal Balance of the Patewood Corporate
Center Mortgage Loan (or, if applicable, the deemed Stated Principal Balance of any successor REO Loan). The interest rate on the Patewood
Corporate Center Loan REMIC Regular Interest shall be the Mortgage Rate of the Patewood Corporate Center Mortgage Loan. Payments and other
collections of amounts received on or in respect of the Patewood Corporate Center Mortgage Loan and the Patewood Corporate Center Loan
REMIC Pari Passu Notes (or any related REO Property) shall be deemed distributable on the Patewood Corporate Center Loan REMIC Regular
Interest to the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance Charges due thereon. The Patewood
Corporate Center Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“Patewood Corporate
Center Loan REMIC Residual Interest”: With respect to the Patewood Corporate Center Loan REMIC, the sole class of “residual
interests”, within the meaning of Section 860G(a)(2) of the Code, in the Patewood Corporate Center Loan REMIC and as set forth in
the Patewood Corporate Center Loan REMIC Declaration, beneficial ownership of which shall be evidenced by the Class R Certificates.


“PCAOB”:
The Public Company Accounting Oversight Board.


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


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


“Performance Certification”:
As defined in Section 11.06.


“Performing Party”:
As defined in Section 11.13.


“Periodic Payment”:
With respect to any Mortgage Loan and any related Companion Loans, the scheduled monthly payment of principal and/or interest on such
Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan or Companion
Loan may be changed or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason of
a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor




    	 	-86-	 



    


    

from time to time under the related Mortgage
Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default
thereunder.


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


(i)                                 direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie
Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith
and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any
obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if
such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating
Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated
by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S.
Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal
Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates,
RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated
systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae
debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least
“AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less;


(ii)                               time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of issuance
and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized under the laws
of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities
that, in each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable
S&P Permitted Investment Rating and the Applicable Moody’s Permitted Investment Rating; or, in each case, such other rating
as would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to
any Class of Certificates (or, insofar as there is then outstanding any




    	 	-87-	 



    


    

class of Serviced Companion Loan Securities
that is then rated by such rating agency, such class of securities) as evidenced in writing;


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


(iv)                           debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, satisfy the Applicable
Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable Moody’s Permitted Investment
Rating and the Applicable S&P Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount
of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal
balance and the aggregate principal amount of all Permitted Investments in such accounts;


(v)                             commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) that, in each case, satisfy the Applicable Fitch Permitted
Investment Rating, the Applicable KBRA Permitted Investment Rating, the Applicable S&P Permitted Investment Rating and the Applicable
Moody’s Permitted Investment Rating (or such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency
relating to the Certificates and any Serviced Companion Loan Securities);


(vi)                           money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells Fargo Money Market
Funds or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net asset value per share, so long
as any such fund is rated “AAAm” by S&P, at least “Aaa-mf” by Moody’s and in the highest short-term
unsecured debt ratings category by each of Fitch and KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two
(2) NRSROs (which must include S&P and may include any of the other Rating Agencies) or otherwise acceptable to KBRA, in any such
case, as confirmed in a Rating Agency Confirmation from KBRA) relating to the Certificates and any Serviced Companion Loan Securities;




    	 	-88-	 



    


    

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


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


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


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance commissions
or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed
by such party with respect to any Mortgage Loan and Serviced Companion Loan (including any related REO Property) in accordance with this
Agreement.


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person




    	 	-89-	 



    


    

requesting the transfer) to the effect that
the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any
partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other
than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income
from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other U.S. Tax Person.


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


“PetSmart HQ Companion
Loans”: With respect to the PetSmart HQ Mortgage Loan, the Companion Loans evidenced by the Notes identified in the table under
the heading “Whole Loans” in the Preliminary Statement hereto as being related to the PetSmart HQ Mortgage Loan, which Notes
are made by the related Mortgagor and secured by the Mortgage on the PetSmart HQ Mortgaged Property, and which are not included in the
Trust.


“PetSmart HQ Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of November 18, 2021, by between the holders of the respective
promissory notes evidencing the PetSmart HQ Whole Loan, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.


“PetSmart HQ Loan
REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting of the PetSmart HQ
Mortgage Loan and the PetSmart HQ Loan REMIC Pari Passu Notes, collections thereon, any related REO Property acquired in respect thereof
and all proceeds of such REO Property, other property related thereto, and amounts received in respect thereof from time to time.


“PetSmart HQ Loan
REMIC Declaration”: As defined in the Preliminary Statement hereto.


“PetSmart HQ Loan
REMIC Pari Passu Notes”: With respect to the PetSmart HQ Whole Loan, those certain promissory notes A-3 in the original principal
amount of $22,350,000 and A-4 in the original principal amount of $12,650,000, which evidence two of the PetSmart HQ Companion Loans and
are not assets of the Trust Fund, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified.


“PetSmart HQ Loan
REMIC Regular Interest”: With respect to the PetSmart HQ Loan REMIC, the approximately 22.222% ownership interest in the uncertificated
“regular interests”, within the meaning of Section 860G(a)(1) of the Code, in the PetSmart HQ Loan REMIC and as set forth
in the PetSmart HQ Loan REMIC Declaration. For the avoidance of doubt, the principal balance of the PetSmart HQ Loan REMIC Regular Interest
shall at all times equal the combined outstanding Stated Principal Balance of the PetSmart HQ Mortgage Loan (or, if applicable, the deemed
Stated Principal Balance of any successor REO Loan). The interest rate




    	 	-90-	 



    


    

on the PetSmart HQ Loan REMIC Regular Interest
shall be the Mortgage Rate of the PetSmart HQ Mortgage Loan. Payments and other collections of amounts received on or in respect of the
PetSmart HQ Mortgage Loan and the PetSmart HQ Loan REMIC Pari Passu Notes (or any related REO Property) shall be deemed distributable
on the PetSmart HQ Loan REMIC Regular Interest to the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance
Charges due thereon. The PetSmart HQ Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“PetSmart HQ Loan
REMIC Residual Interest”: With respect to the PetSmart HQ Loan REMIC, the sole class of “residual interests”, within
the meaning of Section 860G(a)(2) of the Code, in the PetSmart HQ Loan REMIC and as set forth in the PetSmart HQ Loan REMIC Declaration,
beneficial ownership of which shall be evidenced by the Class R Certificates.


“Placement Agents”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) and Mischler Financial Group, Inc.


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


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


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


“Prepayment Assumption”:
A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any,
and the amortization premium, if any, on the Certificates for federal income tax purposes. For the avoidance of doubt, the Prepayment
Assumption will also apply to the Mortgage Loans held by the Loan REMICs and the Loan REMIC Regular Interests.


“Prepayment Interest
Excess”: For any Distribution Date and with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the prior Due Date but on or before the Determination Date
in such Collection Period, the amount of interest (net of the related Servicing Fees), to the extent collected from the related Mortgagor
(without regard to any Yield Maintenance Charge actually collected), that actually accrued at a rate per annum equal to the sum
of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Certificate Administrator/Trustee
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment
(or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls
or required to be paid as Compensating Interest Payments) collected on the Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


“Prepayment Interest Shortfall”:
For any Distribution Date and with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that
was




    	 	-91-	 



    


    

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


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


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


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York edition of The Wall Street Journal
(or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator
in its reasonable discretion) as may be in effect from time to time, or, if the “prime rate” no longer exists, such other
comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time.


“Prince Hall Apartments
Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related REMIC Declaration consisting of the Prince
Hall Apartments Mortgage Loan, collections thereon, any related REO Property acquired in respect thereof and all proceeds of such REO
Property, other property related thereto, and amounts received in respect thereof from time to time.


“Prince Hall Apartments
Loan REMIC Declaration”: As defined in the Preliminary Statement hereto.


“Prince Hall Apartments
Loan REMIC Regular Interest”: With respect to the Prince Hall Apartments Loan REMIC, the 100% ownership interest in the uncertificated
“regular




    	 	-92-	 



    


    

interests”, within the meaning of Section
860G(a)(1) of the Code, in the Prince Hall Apartments Loan REMIC and as set forth in the Prince Hall Apartments Loan REMIC Declaration.
For the avoidance of doubt, the principal balance of the Prince Hall Apartments Loan REMIC Regular Interest shall at all times equal the
combined outstanding Stated Principal Balance of the Prince Hall Apartments Mortgage Loan (or, if applicable, the deemed Stated Principal
Balance of any successor REO Loan). The interest rate on the Prince Hall Apartments Loan REMIC Regular Interest shall be the Mortgage
Rate of the Prince Hall Apartments Mortgage Loan. Payments and other collections of amounts received on or in respect of the Prince Hall
Apartments Mortgage Loan (or any related REO Property) shall be deemed distributable on the Prince Hall Apartments Loan REMIC Regular
Interest to the extent of the principal, interest at the related Mortgage Rate and Yield Maintenance Charges due thereon. The Prince Hall
Apartments Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


“Prince Hall Apartments
Loan REMIC Residual Interest”: With respect to the Prince Hall Apartments Loan REMIC, the sole class of “residual interests”,
within the meaning of Section 860G(a)(2) of the Code, in the Prince Hall Apartments Loan REMIC and as set forth in the Prince Hall Apartments
Loan REMIC Declaration, beneficial ownership of which shall be evidenced by the Class R Certificates.


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S,
Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates.


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


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




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


“Privileged Communication”:
Any correspondence between the Directing Holder and the Special Servicer related to any Specially Serviced Loan (other than with respect
to any Excluded Loan) or the exercise of the Directing Holder’s consent or consultation rights under this Agreement.


“Privileged Information”:
Any (i) Privileged Communication, (ii) strategically sensitive information (including, without limitation, any information contained
within any Asset Status Report or Final Asset Status Report) that the Special Servicer has labeled and reasonably determined could compromise
the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party that is labeled
or otherwise identified as Privileged Information by the Special Servicer or (iii) information subject to attorney-client privilege.
The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may 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 required by law, rule, regulation, order, judgment or decree to disclose such information (in the case
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee, as evidenced by an officer’s certificate certifying that such party has determined that it is required by law,
rule, regulation, order, judgment or decree to disclose such information (which shall be an additional expense of the Trust) delivered
to each of the Master Servicer, the Special Servicer, the Directing Holder (other than with respect to any applicable Excluded Loan),
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee).


“Privileged Person”:
The Depositor and its designees, the Placement Agents, the Underwriters, the Mortgage Loan Sellers, the Sponsors, the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the Operating
Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification,
any Non-Serviced Master Servicer, any Other Servicer, any Person (including the related Directing Holder) who provides the Certificate
Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with




    	 	-94-	 



    


    

an NRSRO Certification, which Investor Certification
and NRSRO Certification may be submitted electronically via the 17g-5 Information Provider’s Website; provided that:


(a)              
(i) if a Privileged Person is an Excluded Controlling Class Holder, then such Privileged Person shall not be entitled
to receive any Excluded Information via the Certificate Administrator’s Website unless a loan-by-loan segregation is later
performed by the Certificate Administrator, in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans, and (ii) if a Privileged Person is a Borrower Party but not an Excluded Controlling Class Holder, then such
Privileged Person shall not be entitled to receive any information other than the Distribution Date Statement;


(b)              
if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer will nevertheless be a Privileged Person;
provided, however, that the Special Servicer may not directly or indirectly provide any information related to any related
Excluded Special Servicer Loan, which may include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), and such
other information specified in this Agreement pertaining to such Excluded Special Servicer Loan to the related Borrower Party, any of
the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with these obligations; and


(c)              
notwithstanding clause (a) above, any Excluded Controlling Class Holder may reasonably request and obtain from
the Master Servicer or the Special Servicer, in accordance with terms of this Agreement, any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded
Information is not otherwise available via the Certificate Administrator’s Website on account of it constituting Excluded Information).
Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator has any obligation
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer
Loan.


In determining whether any
Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on a certification by
the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be; provided, further,
that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
the Special Servicer’s access to any information on the Master Servicer’s website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any
Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with Section 4.02(f)
any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder
is not a Borrower Party (if such Excluded Information is not otherwise available to




    	 	-95-	 



    


    

such Excluded Controlling Class Holder
via the Certificate Administrator’s Website). Notwithstanding any of the foregoing to the contrary, if the Special Servicer obtains
knowledge that it is a Borrower Party with respect to any Mortgage Loan, the Special Servicer shall nevertheless have access to the Master
Servicer’s website and the Certificate Administrator’s Website; provided that the Special Servicer (i) shall not,
directly or indirectly provide any information related to such Excluded Special Servicer Mortgage Loan to (A) any related Borrower Party,
(B) any employees or personnel of the Special Servicer or any of its Affiliates involved in the management of any investment in any related
Borrower Party or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct
or indirect ownership interest in any related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


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


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


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


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


“Prospectus”:
The Prospectus, dated November 21, 2022.


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


“PTCE”:
Prohibited Transaction Class Exemption.


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof,
any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan Purchase Agreement by the
related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal
to:


(i)                                 the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (excluding for such purpose, the related Companion Loan,
if applicable)) as of the date of purchase; plus


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


(iii)                           all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing
Fees (whether paid or unpaid) and any other additional trust fund




    	 	-96-	 



    


    

expenses (except for Liquidation Fees)
in respect of such Mortgage Loan (or related REO Loan (excluding for such purpose, the related Companion Loan, if applicable)), if any;
plus


(iv)                          if
such Mortgage Loan (or the related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section 6
of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations Reviewer or the
Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses
arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and
any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket
expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election,
in taking part in an Asset Review Vote Election or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(k); plus


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


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


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




    	 	-97-	 



    


    

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


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


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


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate
of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any
fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the appointment
of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer to become a Special
Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material
and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is
not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless such
fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating of at least “CSS3”
from Fitch, (vii) is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Special Servicer”, and
(viii) is currently acting as a special servicer in a transaction rated by KBRA and has not been publicly cited by KBRA as having servicing
concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the
time of determination.


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
replacing a Mortgage Loan with respect to which a Material Defect exists that must, on the date of substitution: (i) have an outstanding
principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar




    	 	-98-	 



    


    

month during which the substitution occurs;
(ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan, determined without regard to any prior modification,
waiver or amendment of the terms of the removed Mortgage Loan; (iii) have the same Due Date as and Grace Period no longer than that
of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a
360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more
than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current
loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and
75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the
date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect
to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current
debt service coverage ratio at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as
of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4)
of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution
Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed
Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the
cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved
(so long as a Control Termination Event is not continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either
the Directing Holder or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class,
as applicable) by the Directing Holder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted
for a removed Mortgage Loan if it would result in an Adverse REMIC Event other than the imposition of tax on the Trust or any Trust REMIC
expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of
the related Mortgage Loan Seller; (xvii) have an engineering report that indicates no material adverse property condition or deferred
maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be
current in the payment of all scheduled payments of principal and interest then due. If more than one mortgage loan is substituted for
a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal
Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity
referred to in clause (v) above shall be determined on a weighted average basis; provided, further, that no
individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate,
the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case
of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass-Through
Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Principal Balance Certificates having a Certificate
Balance then outstanding. When a Qualified




    	 	-99-	 



    


    

Substitute Mortgage Loan is substituted for
a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, if no Consultation
Termination Event is continuing, the Directing Holder.


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


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


“Rated Final Distribution
Date”: As to each Class of Certificates (other than the Class NR-RR, Class P and Class R Certificates), the Distribution Date
in November 2055.


“Rating Agency”:
Each of Fitch, KBRA and S&P.


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed
action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written
waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation
is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter.


“Rating Agency Inquiry”:
As defined in Section 4.06(c).


“Rating Agency Q&A
Forum and Document Request Tool”: As defined in Section 4.06(c).


“Realized Loss”:
As defined in Section 4.04(a). A Realized Loss in respect of the any Mortgage Loan held by a Loan REMIC shall be a Realized
Loss in respect of the related Loan REMIC Regular Interest.


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


“Registered Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S and Class B Certificates.


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates.


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


“Regulation AB Companion
Loan Securitization”: As defined in Section 11.16(a).




    	 	-100-	 



    


    

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


“Regulation D”:
Regulation D under the Act.


“Regulation S”:
Regulation S under the Act.


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


“Reimbursement Rate”:
The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and
P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate, compounded annually
(provided that, solely with respect to the Master Servicer, the Reimbursement Rate shall be subject to a floor rate of 2.0%).


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


 


	Related
                                            Certificates
	Related
                                            Lower-Tier Regular Interest

	Class A-1 Certificates	Class LA-1 Uncertificated
    Interest
	Class A-2 Certificates	Class LA-2 Uncertificated
    Interest
	Class A-3 Certificates	Class LA-3 Uncertificated
    Interest
	Class A-4 Certificates	Class LA-4 Uncertificated
    Interest
	Class A-5 Certificates	Class LA-5 Uncertificated
    Interest
	Class A-SB Certificates	Class LA-SB Uncertificated
    Interest
	Class A-S Certificates	Class LA-S Uncertificated
    Interest
	Class B Certificates	Class LB Uncertificated
    Interest
	Class C Certificates	Class LC Uncertificated
    Interest
	Class D Certificates	Class LD Uncertificated
    Interest
	Class E-RR Certificates	Class LE-RR Uncertificated
    Interest
	Class F-RR Certificates	Class LF-RR Uncertificated
    Interest
	Class G-RR Certificates	Class LG-RR Uncertificated
    Interest
	Class J-RR Certificates	Class LJ-RR Uncertificated
    Interest
	Class NR-RR Certificates	Class LNR-RR Uncertificated
    Interest




    	 	-101-	 



    


    

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


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


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


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


“REMIC Declaration”:
Each of the Patewood Corporate Center Loan REMIC Declaration; the PetSmart HQ Loan REMIC Declaration; the Prince Hall Apartments Loan
REMIC Declaration and/or the Icon One Daytona Loan REMIC Declaration, individually or collectively as the context may require.


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


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


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf
of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced
Companion Noteholder, which shall initially be entitled “3650 REIT Loan Servicing LLC [or the applicable successor Special Servicer],
as Special Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the registered Holders of 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 and the related Companion Loan Holder REO
Account, as their interests may appear”. Any such account or accounts shall be an Eligible Account.


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




    	 	-102-	 



    


    

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


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


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s)) deemed for purposes hereof to
be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable portion
of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of the Trust
Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions as its predecessor
Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the Mortgage Rate in
effect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan or Companion
Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance equal
to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if
applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest, shall
continue to be due and owing in respect of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of
the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation,
any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In
addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections
on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso
in the definition of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything
to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the
related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited
circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related
to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with
respect to a Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


“REO Mortgage Loan”:
Any REO Loan allocable to a Mortgage Loan (but not a Companion Loan).


“REO Property”:
A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit
of the Certificateholders




    	 	-103-	 



    


    

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


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


“Reportable Event”:
As defined in Section 11.07.


“Reporting Requirements”:
As defined in Section 11.13.


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


“Repurchased Note”:
As defined in Section 3.34.


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


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


“Repurchasing Mortgage
Loan Seller”: As defined in Section 3.34.


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


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


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


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


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


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




    	 	-104-	 



    


    

Mortgage Loan in accordance with the related
Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has paid the Loss of Value Payment, (v) a contractually
binding agreement has been entered into between the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that
settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related
Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.


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


“Restricted Period”:
The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first
offered to Persons other than the Placement Agents or Underwriters and any other distributor (as such term is defined in Regulation S)
of the Certificates and (b) the Closing Date.


“Retained Certificate
Safekeeping Account”: An account maintained by the Certificate Administrator pursuant to this Agreement, which account shall
be established at the direction of the Retaining Sponsor for the benefit of the Holders of the HRR Certificates.


“Retained Fee Rate”: An amount equal to (i) if no primary
servicing fee rate or subservicing fee rate is payable to a party other than the Master Servicer, 0.00125% or (ii) if a primary servicing
fee rate or subservicing fee rate is payable to a party other than the Master Servicer, 0.000625% plus any such primary servicing fee
rate or subservicing fee rate payable to a party other than the Master Servicer; or (B) with respect to any Non-Serviced Mortgage Loan,
0.000625%.


“Retaining Party”:
Any Holder of all or any portion of the HRR Certificates. As of the Closing Date, 3650 REIT 2 PF-2 BHE LLC is the Retaining Party.


“Retaining Sponsor”:
3650 REIT, acting as retaining sponsor as such term is defined in the Credit Risk Retention Rule.


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


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


“RH HQ Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of November 30, 2022, by and between the holders of the respective
promissory notes evidencing the RH HQ Whole Loan, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.







    	 	-105-	 



    


    




“Risk Retention
Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated with”
as such terms are defined in the Credit Risk Retention Rule.


“Risk Retention
Certificateholder”: The holder of the HRR Certificates.


“Risk Retention
Certificates”: The HRR Certificates.


“Rule 144A”:
Rule 144A under the Act.


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


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


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


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


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


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




    	 	-106-	 



    


    

included in the Scheduled Principal Distribution
Amount for any prior Distribution Date. The Scheduled Principal Distribution Amount from time to time will include all late payments of
principal made by a Mortgagor with respect to the Mortgage Loans, including late payments in respect of a delinquent balloon payment,
received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse
the Master Servicer or the Trustee for prior Advances, as described above.


All references to “Mortgage
Loan”, “Non-Serviced Mortgage Loan” or “Mortgage Loans” in this definition shall include, without limitation,
any REO Mortgage Loans, to the extent applicable.


“Secure Data Room”:
The webpage, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”),
under the “Secure Data Room” tab on the page relating to this transaction.


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


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


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


“Serviced AB Whole
Loan”: Each Serviced Whole Loan indicated as having a Subordinate Companion Loan in the “Whole Loan” chart in the
Preliminary Statement. For the avoidance of doubt, the Meadowood Mall Whole Loan is a Serviced AB Whole Loan related to the Trust.


“Serviced Subordinate
Companion Loan”: Any Subordinate Companion Loan related to a Serviced AB Whole Loan.


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Whole Loan.


“Serviced Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an
issuing entity, which assets include a Companion Loan that is part of a Serviced Whole Loan (or a portion of or interest in such Companion
Loan).


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


“Serviced Loan REMIC”:
As defined in the Preliminary Statement hereto.




    	 	-107-	 



    


    

“Serviced Mortgage
Loan”: Each Mortgage Loan related to a Serviced Whole Loan. For the avoidance of doubt, “Serviced Mortgage Loans”
exclude any Non-Serviced Mortgage Loan.


“Serviced Pari Passu
Companion Loans”: Each Pari Passu Companion Loan related to a Serviced Whole Loan.


“Serviced Pari Passu
Mortgage Loan”: Each Mortgage Loan related to a Serviced Pari Passu Whole Loan.


“Serviced Pari Passu
Whole Loan”: Each Serviced Whole Loan other than an AB Whole Loan.


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


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


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


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


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


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


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


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




    	 	-108-	 



    


    

“Servicing Advances”:
All customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and expenses and
fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,
in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related
Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) a Mortgaged Property securing a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property related to a Non-Serviced Mortgage Loan), including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance
with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection
of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described
in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement
or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management,
maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing
Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the
Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance
in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Companion Loan under the related
Intercreditor Agreement or this Agreement.


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


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


“Servicing Fee Rate”:
With respect to (a) each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any successor REO Loan, a per annum rate equal
to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate” (which may be presented as consisting
of the following separate components: “Master Servicing Fee Rate (%)”, “Primary Servicing Fee Rate (%)” and “Subservicing
Fee Rate (%)”), which rate includes, in each such case, the rate at which applicable master, primary and sub-servicing fees accrue,
in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Mortgage Loan in the same manner
in which interest is calculated in respect of such loans, (b) each Serviced Pari Passu Companion Loan, the rate set forth on the Mortgage
Loan Schedule under the heading “Primary Servicing Fee Rate” and “Subservicing Fee Rate” and (c) each Non-Serviced
Mortgage Loan and each successor REO Mortgage Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule
under the heading “Master Servicing Fee Rate”. This rate includes, in each such case, the rate at which applicable master
servicing fees and subservicing fees accrue, in each case computed on the basis of the Stated Principal Balance of the related




    	 	-109-	 



    


    

Mortgage Loan, Serviced Companion Loan or REO
Loan in the same manner in which interest is calculated in respect of such loans.


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


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address
the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal
balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that
a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission
guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants
as of the Closing Date are (i) each party to a Non-Serviced PSA that is performing activities that address the Servicing Criteria unless
such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination
in accordance with Article XI and (ii) each other Person listed on Exhibit GG. Exhibit GG shall be updated and
provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


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




    	 	-110-	 



    


    

“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness
and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any amendments or modifications,
or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Trust will cause servicing to shift
from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor Agreement for such Servicing Shift
Whole Loan. As of the Closing Date, there are no Servicing Shift Lead Notes related to the Trust.


“Servicing Shift
Mortgage Loan”: Any Mortgage Loan related to a Servicing Shift Whole Loan. For the avoidance of doubt, there are no Servicing
Shift Mortgage Loans related to the Trust.


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note
is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties
to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice in
accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included in such Non-Serviced
Trust which notice shall include contact information for the related Non-Serviced Master Servicer, the Non-Serviced Special Servicer,
the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.


“Servicing Shift
Whole Loan”: Each Whole Loan identified as “Servicing Shift” under the column titled “Type” in the “Whole
Loan” chart in the Preliminary Statement. For the avoidance of doubt, there are no Servicing Shift Whole Loans related to the Trust.


“Servicing Standard”:
As defined in Section 3.01(a).


“Servicing Transfer
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan, the occurrence
of any of the following events:


(a)              
the related Mortgagor has failed to make when due any Periodic Payment or a Balloon Payment, which failure continues unremedied
(without regard to any grace period):


(i)                                 except
in the case of a Balloon Mortgage Loan or Serviced Whole Loan delinquent in respect of its Balloon Payment, for sixty (60) days beyond
the date on which the subject payment was due, or


(ii)                              solely
in the case of a delinquent Balloon Payment, (A) after the date on which such Balloon Payment was due (except as described in
clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent with respect to the
Balloon Payment as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer (and in either such case the
Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer) on or before the
date on which that Balloon Payment was due, a refinancing commitment or otherwise binding application or other similar binding




    	 	-111-	 



    


    

document for refinancing from an acceptable
lender or a signed purchase and sale agreement (in each case, reasonably acceptable to the Special Servicer), for one hundred twenty (120) days
beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment as due during
which the refinancing is scheduled to occur);


(b)              
there has occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that
(i) in the judgment of the Master Servicer or the Special Servicer (in the case of the Special Servicer, (i) with the consent of
the Directing Holder (other than with respect to an Excluded Loan), unless a Control Termination Event is continuing or (ii) if a Control
Termination Event is continuing, following consultation with the Directing Holder (other than with respect to an Excluded Mortgage Loan),
unless a Consultation Termination Event is continuing), materially impairs the value of the related Mortgaged Property as security for
the Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage
Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Noteholder in
such Serviced Whole Loan), and (ii) continues unremedied for the applicable grace period under the terms of the Mortgage Loan or
Serviced Whole Loan (or, if no grace period is specified and the default is capable of being cured, for thirty (30) days); provided
that any default that results in acceleration of the related Mortgage Loan or Serviced Whole Loan without the application of any grace
period under the related Mortgage Loan documents shall be deemed not to have a grace period; and provided, further, that
any default requiring a Servicing Advance shall be deemed to materially and adversely affect the interests of the Certificateholders in
the Mortgage Loan (or, in the case of any Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion
Noteholder in the Serviced Whole Loan);


(c)              
the Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, (i) with the consent of the
Directing Holder (other than with respect to an Excluded Mortgage Loan), unless a Control Termination Event is continuing or (ii) if a
Control Termination Event is continuing, following consultation with the Directing Holder (other than with respect to an Excluded Mortgage
Loan), unless a Consultation Termination Event is continuing, that (i) a default (other than an Acceptable Insurance Default) under
the Mortgage Loan or Serviced Whole Loan is reasonably foreseeable, (ii) such default will materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests of
Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or any related
Companion Holder in the Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable grace period
under the terms of such Mortgage Loan or Serviced Whole Loan or, if no grace period is specified and the default is capable of being cured,
for thirty (30) days; provided that any default that results in acceleration of the related Mortgage Loan or Serviced Whole
Loan without the application of any grace period under the related Mortgage Loan documents shall be deemed not to have a grace period;




    	 	-112-	 



    


    

(d)              
 a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation
of its affairs, has been entered against the related Mortgagor and such decree or order has remained in force and not dismissed for a
period of sixty (60) days (or a shorter period if the Master Servicer or the Special Servicer (and, in the case of the Special Servicer,
(i) with the consent of the Directing Holder (other than with respect to an Excluded Loan), unless a Control Termination Event is continuing,
or (ii) if a Control Termination Event is continuing, following consultation with the Directing Holder (other than with respect to an
Excluded Loan), unless a Consultation Termination Event is continuing) determines in accordance with the Servicing Standard that the circumstances
warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred to
special servicing);


(e)             
the related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property;


(f)               
the related Mortgagor (i) admits in writing its inability to pay its debts generally as they become due or (ii) 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; or


(g)              
the Master Servicer or the Special Servicer has received notice of the commencement of foreclosure or similar proceedings with
respect to the related Mortgaged Property;


provided that any
Crossed Underlying Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall
be a Specially Serviced Loan so long as such Crossed Underlying Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan.
If any Serviced Mortgage Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan shall also become a Specially Serviced
Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined
in the Non-Serviced PSA.


Notwithstanding anything
to the contrary in the definition of “Servicing Transfer Event”, no event, circumstance or action that has occurred or will
occur with respect to a COVID Modified Loan (other than an event described in clauses (a)(ii), (d), (e), (f)(ii)
or (g) of the definition of “Servicing Transfer Event”) shall constitute a Servicing Transfer Event under this Agreement,
but only if, and for so long as, the related Mortgagor is in compliance with the terms of the related COVID Modification Agreement.




    	 	-113-	 



    


    

“Significant Obligor”:
a “significant obligor” within the meaning of Item 1101(k) of Regulation AB. For the avoidance of doubt, there are no Significant
Obligors under this Agreement.


“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 Relevant Distribution Date occurring on or immediately following the date by which
the related Mortgagor is required to deliver quarterly financial statements to the lender under the related Loan Agreement in connection
with such calendar quarter (which date is set forth in Section 11.12 for any Significant Obligor with respect to the Trust).


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


“Similar Law”:
As defined in Section 5.03(n).


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, holding 100% of the then-outstanding Class E-RR, Class F-RR,
Class G-RR, Class J-RR and Class NR-RR Certificates; provided, however, that the Certificate Balances of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have been reduced to
zero.


“Special Notice”:
As defined in Section 5.06.


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan) and
any Serviced Companion Loans, 3650 REIT Loan Servicing LLC and its successors in interest and assigns, or any successor special servicer
appointed as provided herein and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant
to Section 7.01(g), as applicable and as the context may require.


“Special Servicer
Decision”: Any decision or Mortgagor request with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a
Serviced Whole Loan that is not a Major Decision or a Master Servicer Decision.


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable to
the Special Servicer pursuant to Section 3.11(b). For the avoidance of doubt, the Special Servicing Fee shall be deemed payable
from the Loan REMICs with regard to the Mortgage Loans held by the Loan REMICs and otherwise from the Lower-Tier REMIC.


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), on a loan-by-loan
basis, (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and Companion Loan, in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans or (b) if
such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property
(other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than




    	 	-114-	 



    


    

$5,000 in any given month, then the Special
Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be such higher per annum rate as would
result in a Special Servicing Fee equal to $5,000 for such month with respect to such Specially Serviced Loan or REO Property.


“Specially Serviced
Loan”: As defined in Section 3.01(a).


“Sponsors”:
The Mortgage Loan Sellers.


“Startup Day”:
The day designated as such in Section 10.01(b).


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date Balance
of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan after
application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received)
minus (y) the sum of:


(i)                                 the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor as of the Determination
Date for, or advanced by the Master Servicer for, the most recent Distribution Date coinciding with or preceding such date of determination;


(ii)                              all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Due Date in the related month of substitution) and on or prior to the Determination Date for the most recent Distribution Date
coinciding with or preceding such date of determination;


(iii)                           the
principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan after
the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution) and on or
prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination; and


(iv)                          any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of such Mortgage
Loan pursuant to the terms and provisions of this Agreement that occurred on or prior to the Determination Date for the most recent Distribution
Date coinciding with or preceding such date of determination.




    	 	-115-	 



    


    

With respect to any REO Mortgage
Loan, as of any date of determination, an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of
the date of the related REO Acquisition, minus (y) the sum of:


(i)                                 the
principal portion of any P&I Advance made with respect to such REO Loan for each Distribution Date coinciding with or preceding such
date of determination; and


(ii)                              the
principal portion of all Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues received with respect to such REO
Loan on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination.


A Mortgage Loan or an REO
Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution
Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be (or,
if no such payments or other proceeds are received in connection with such Liquidation Event, would have been) distributed to Certificateholders.


With respect to each Companion
Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of
such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated Principal Balances
of the related Mortgage Loan and any related Companion Loans on such date.


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated
Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal portion
of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood
by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified
in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR or Class NR-RR
Certificate, as the case may be.


“Subordinate Companion
Holder”: The holder of any Subordinate Companion Loan.


“Subordinate Companion
Loan”: Each Companion Loan that is identified as a “Subordinate Companion Loan” in the “Whole Loan”
chart in the Preliminary Statement.




    	 	-116-	 



    


    

“Subsequent Third-Party
Purchaser”: A “third party purchaser” (as defined in the Credit Risk Retention Rules) for so long as it holds all
or any portion of the HRR Certificates.


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing functions
to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under this Agreement, with respect to some or all
of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


“Sub-Servicing Agreement”:
The written contract between the Master Servicer or the Special Servicer and any Sub-Servicer relating to servicing and administration
of Mortgage Loans as provided in Section 3.20.


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the
Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the
related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to
the month of substitution. If one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan
Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence
on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced and the aggregate Stated Principal Balances of the
related Qualified Substitute Mortgage Loan(s).


“Surviving Entity”:
As defined in Section 6.03(b).


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC)
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC Provisions
and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, together with any and
all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue
Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax
Law.


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


“Test”:
As defined in Section 12.01(b)(iv).


“Third Party Reports”:
With respect to each Mortgaged Property, any Appraisal of such Mortgaged Property, Phase I environmental report, Phase II environmental
report or seismic report or property condition report obtained in connection with origination of the related Mortgage Loan.




    	 	-117-	 



    


    

“TOTAL Plaza Intercreditor
Agreement”: That certain Agreement Between Note Holders, dated as of October 6, 2022, by and among the holders of the respective
promissory notes evidencing the TOTAL Plaza Whole Loan, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


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


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


(b)             
subject to the consent of the Retaining Sponsor (which may not be unreasonably withheld, delayed or conditioned), the date on which
the Credit Risk Retention Rules have been officially abolished or officially determined by the OCC, the Board of Governors of the Federal
Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be
no longer applicable to the Trust or the HRR Certificates; provided that such restrictions shall also expire on the date on which
all Mortgage Loans have been defeased in accordance with the risk retention requirements set forth in the Credit Risk Retention Rule;
and


(c)              
with respect to the HRR Certificates only, the date on which all of the Mortgage Loans have been defeased in accordance with the
risk retention requirements set forth in §244.7(b)(8)(i) of the Risk Retention Rule;


provided that the
termination of the Transfer Restriction Period shall not be effective without the written consent of the Retaining Sponsor.


“Transferable Servicing
Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the sum of (i) the
Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which is subject to reduction
by the Trustee pursuant to Section 3.11(a) of this Agreement.


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor Letter”:
As defined in Section 5.03(p)(ii).




    	 	-118-	 



    


    

“Triple Net Portfolio
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 30, 2022, by and between the holders
of the respective promissory notes evidencing the Triple Net Portfolio Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “3650R 2022-PF2 Commercial Mortgage Trust”.


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder
in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any
REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property
securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of
any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans required
to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any
Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit,
indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the
Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the
extent of the Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; (xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; (xiii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor); and (xiv) the Initial Class P Deposit Amount.


“Trust REMIC”:
As defined in the Preliminary Statement.


“Trustee”:
Computershare Trust Company, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided (including any agents or affiliates, as applicable, utilized hereby). Computershare
Trust Company, National Association shall perform the trustee role through its Corporate Trust Services division.




    	 	-119-	 



    


    

“UCC”:
The Uniform Commercial Code, as enacted in each applicable state (and, if applicable, the District of Columbia).


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


“Underwriters”:
Citigroup Global Markets Inc., Deutsche Bank Securities Inc, Credit Suisse Securities (USA) and Mischler Financial Group, Inc.


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by
the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all Principal Prepayments
received on the Mortgage Loans during the applicable one-month period ending on the related Determination Date (or, in the case of a Non-Serviced
Mortgage Loan, received by the Master Servicer during such period as would allow inclusion in the Available Funds for such Distribution
Date) and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues
received with respect to such Mortgage Loan and any REO Properties during the applicable one-month period ending on the related Determination
Date (or, in the case of a Non-Serviced Mortgage Loan, received by the Master Servicer during such period as would allow inclusion in
the Available Funds for such Distribution Date), but in each case only to the extent that such principal portion represents a recovery
of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date;
provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds shall be reduced by any unpaid Special Servicing
Fees, Liquidation Fees and Workout Fees payable as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments
to the extent that such amount was transferred into the Collection Account during the applicable one-month period ending on the related
Determination Date, accrued interest on Advances and other additional Trust Fund expenses incurred in connection with the related Mortgage
Loan and payable as of the date of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


“Upper-Tier
REMIC”: One of six separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests, the
Initial Class P Deposit Amount




    	 	-120-	 



    


    

and such amounts as shall from time to time
be held in the Upper-Tier REMIC Distribution Account.


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Computershare Trust Company, National Association, as Trustee, for the registered Holders of 3650R 2022-PF2 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-PF2, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


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


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate. At all times during the term of this
Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 0% in the case of
the Class P and Class R Certificates, and (ii) in the case of any Class of Principal Balance Certificates (or, with respect
to a vote of Non-Reduced Certificates, in the case of any Class of Non-Reduced Certificates), a percentage equal to the product of 100%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining
whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(i)
or Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction
Amounts allocated to the Principal Balance Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined
as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(i), taking into account any notional reduction in the Certificate Balance
for Cumulative Appraisal Reduction Amounts allocated to the Principal Balance Certificates pursuant to Section 4.05(a)) of
the Principal Balance Certificates (or, if with respect to a vote of Non-Reduced Certificates, the aggregate of the Certificate Balances
of all Classes of the Non-Reduced Certificates), each determined as of the Distribution Date immediately preceding such time. The
Voting Rights of any class of certificates shall be allocated among Certificateholders of such class in proportion to their respective
Percentage Interests. None of the Class P or Class R Certificates will be entitled to any Voting Rights.




    	 	-121-	 



    


    

“WAC Rate”:
With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans (including any
Non-Serviced Mortgage Loans) and REO Mortgage Loans as of the first day of the related Collection Period, weighted on the basis of their
respective Stated Principal Balances immediately following the preceding Distribution Date (or, in the case of the initial Distribution
Date, as of the Closing Date); provided, however, that in the case of the each Mortgage Loan held by a Loan REMIC, “Mortgage
Loan” shall refer to the related Loan REMIC Regular Interest for purposes of this definition.


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively, as
identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each Whole Loan, references herein to each
such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).


“Withheld Amounts”:
As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,
on which such Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon)
becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes
all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine
in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


“Workout Fee Rate”:
With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% (or 0.50% in the case of the TOTAL Plaza Whole Loan)
of each collection (other than Penalty Charges) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments and (iii) Principal Prepayments, received on each Corrected
Loan for so long as it remains a Corrected Loan and (b) such lower rate as would result in a Workout Fee of $1,000,000 (or, if the
rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment
of principal and interest (other than default interest) on any Mortgage Loan or Whole Loan that becomes a Corrected Loan through and including
the then related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal
to $25,000 when applied to each expected payment of principal and interest (other than default interest) on such Mortgage Loan or Whole
Loan through and including the then related maturity date).




    	 	-122-	 



    


    

“Yield Maintenance
Charge”: With respect to any Mortgage Loan or REO Mortgage Loan, the yield maintenance charge or prepayment premium set forth
in the related Mortgage Loan documents.


“YM Group A”:
As defined in Section 4.01(e).


“YM Group B”:
As defined in Section 4.01(e).


“YM Groups”:
As defined in Section 4.01(e).


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)                                         All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the basis
of a three hundred sixty (360) day year consisting of twelve (12) 30-day months.


(ii)                                      Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage
Loan on which interest accrues.


(iii)                                   Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer to the
Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any distributions
made with respect to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.01(a),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed
from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries
are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04.


(iv)                                  All
net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or
REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, if the Mortgage Loan
documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced Companion Loan,
as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the rate determined by the Master Servicer
or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor(s) on similar
non-defaulted debt of such Mortgagor(s) as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage
Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance and




    	 	-123-	 



    


    

(z) the yield on 10-year U.S. treasuries
as of such date of determination, and (b) for all other cash flows, including property cash flow, the “discount rate”
set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.


(v)                                     Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall be construed
to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or,
if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this
Agreement for the application of trust expenses or such Intercreditor Agreement does not prohibit the following application of trust
expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust and Serviced
Pari Passu Companion Loan in accordance with the respective stated principal balances of the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, to the related Subordinate Companion
Loan and then, to the Trust (and any Pari Passu Companion Loan(s), on a pro rata basis).


Section 1.03       
Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates. For purposes of this Agreement,
(i) each Class of Principal Balance Certificates shall be deemed to be outstanding only to the extent its respective Certificate
Balance has not been reduced to zero, and (ii) the Class P and Class R Certificates shall be outstanding so long as the Trust
Fund has not been terminated pursuant to Section 9.01 or any other Class of Certificates remains outstanding.


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or the Special Servicer
that is subject to the consent or approval of the Directing Holder, or consultation with the Directing Holder or the Operating Advisor,
is in each case further subject to the determination by the Master Servicer or the Special Servicer that taking or refraining from taking
the action as proposed by the Directing Holder or the Operating Advisor or not taking such action as proposed by the Master Servicer or
the Special Servicer if the Directing Holder fails to grant its consent or approval, or if the Directing Holder or the Operating Advisor,
as applicable, fail to express their concurrence, to any action proposed to be taken by the Master Servicer or the Special Servicer, in
each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing Holder or the Operating
Advisor hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is
consistent with the Servicing Standard, and (b) if the Master Servicer or the Special Servicer determines that immediate action is
necessary to protect the interests of the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted
a single lender (and with respect to any Serviced AB Whole Loan, taking into account the subordinate nature of such Subordinate Companion
Loan(s))), and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the nonresponsive party,
it may take such action without waiting for a response from such nonresponsive party; provided that the Special Servicer or Master




    	 	-124-	 



    


    


Servicer, as applicable, shall provide the
nonresponsive party with prompt written notice following such action including a reasonably detailed explanation of the basis for such
action.


With respect to each Whole
Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement controls;
provided that in no event shall the Master Servicer or the Special Servicer take any action or omit to take any action in accordance
with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions.


[End of ARTICLE I]


Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


Section 2.01                   Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders (including each Loan REMIC Regular Interest and the Loan REMIC Residual Interests) and the Trustee
(as holder of the Lower-Tier Regular Interests and the Loan REMIC Regular Interests) all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(e) and 5(f)), 6(a) (excluding clauses (viii),
(ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i), 11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan
Purchase Agreements and Section 24 of the Mortgage Loan Purchase Agreement among the Depositor and 3650 REIT, (iii) the Intercreditor
Agreements, and (iv) all other assets included or to be included in the Trust Fund (including each Loan REMIC Regular Interest
and the Loan REMIC Residual Interests). Such assignment includes all interest and principal received or receivable on or with respect
to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; (iii) with respect
to those Mortgage Loans that have their first Due Date after November 2022, any interest amounts relating to the period prior to the
Cut-off Date); and (iv) any Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans. The transfer
of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07,
is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding
Section 5(e) and 5(f), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i),
11, 12, 16, 17, 18, 19, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements and Section 24 of the Mortgage Loan Purchase Agreement
among the Depositor and 3650 REIT, it is intended that the Trustee get the benefit of Sections 11, 12 and 17 thereof in connection
with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee
the benefits of Sections 11, 12 and 17 in connection therewith.




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(b)                                 In connection with the
Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver to and deposit
with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters of credit, the Master Servicer), on or
before the Closing Date (or, with respect to (i) the original allonge and Mortgage Note related to the Mortgage Loan identified on the
Mortgage Loan Schedule as “Triple Net Portfolio” and (ii) the original Mortgage Note related to the Mortgage Loan identified
on the Mortgage Loan Schedule as “PetSmart HQ”, in each case, on or before the third Business Day immediately following the
Closing Date), the Mortgage File for each Mortgage Loan so assigned, with copies to the Master Servicer (except, in the case of Serviced
Mortgage Loans, for letters of credit, which are to be originals); provided, however, that copies of any document in the
Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect
to a Non-Serviced Mortgage Loan) on or before the Closing Date. If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy
or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed
and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) (if recorded),
(ix) and (x) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing
or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office
where such document or instrument has been delivered, or will be delivered within ten (10) Business Days of the Closing Date, for filing
or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall
be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and
such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or
a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable
title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to
be submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance
company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed
eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as
certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such
original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) (if recorded),
(ix) and (x) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing
or recording thereon




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(if intended to be recorded or filed), for
any other reason, including, without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the original
thereof submitted for recording) is delivered to the Custodian on or before the Closing Date.


Neither the Trustee nor any
Custodian will in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan,
subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form
or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v) (to the extent not already assigned pursuant to clause (iii)) or clause (x) of the definition
of “Mortgage File” solely because of the unavailability of filing or recording information as to any existing document or
instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date
an omnibus assignment substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan, (in fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered
to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18)
months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee
and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in
good faith to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information
as to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the
delivery of any such assignments shall be subject to clause (e) and clause (f) of the final proviso to the definition
of “Mortgage File” herein.


If, in accordance with the
related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c), as to any Mortgage Loan, the related Mortgage
Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred
to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)) or clause (x)
of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian
with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for
recording or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such
assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated
by Section 2.01(c).




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Notwithstanding anything
herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage
File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer
(which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, on behalf of Computershare Trust Company, National Association, as Trustee, for the benefit of registered
holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2”, and a
copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance,
assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as
titled above) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance
with the applicable terms thereof and/or of the related Mortgage Loan documents, as applicable) and the applicable Mortgage Loan Seller
shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering with respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of
the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one
of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in
a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment
or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If not otherwise
paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of
credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the
reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter of credit prior to the date such
letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.


(c)                                  Pursuant to each Mortgage
Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole
cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases
and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording,
as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or recording
office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans substantially
in the form of Exhibit H to the Custodian as provided in Section 2.01(b). Except under the circumstances provided
for in the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty
(120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and
the necessary recording and filing information) cause to be submitted for recording




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or filing, as the case may be, in the appropriate
public office for real property records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for
recording shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office
to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible
for delivery of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in
the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent
shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.
If any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee
shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage
Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded
or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request
and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan
Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary
of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File.
If confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as
applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and
request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by
the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record
any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,”
or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those
jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer, the
Special Servicer, any Sub-Servicer or the Depositor.


(d)                                 All documents and records
in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans (including, in each
case, financial statements, operating statements and any other information provided by the respective Mortgagor from time to time, but
excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan
Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its
Affiliates for such purposes), draft documents, attorney-client communications that are




    	 	-129-	 



    


    

privileged communications or constitute legal
or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part
of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage
Loan, together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan
Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf
of the Trustee in trust for the benefit of the Certificateholders and, if applicable, on behalf of the related Companion Holder. Such
documents and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


(e)                                  In connection with the
Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the Master
Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each of the Mortgage Loan
Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


(f)                                   The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) transferred by such Mortgage Loan Seller, whether
such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or
a Sub-Servicer) for deposit into Servicing Accounts.


(g)                                 With respect any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort
letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign
any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan
Seller or its designee will be required to provide any such required notice or make any such required request to the related franchisor
(with a copy of such notice or request to the Master Servicer) within 45 days of the Closing Date (or any shorter period if required by
the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire
such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter). If the Master Servicer is unable to acquire any such replacement comfort letter (or new document or acknowledgement,
as applicable) within one hundred twenty (120) days of the Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller
that no such replacement comfort letter has been received.


(h)                                 The Depositor shall cause each Mortgage Loan Purchase Agreement to provide that no later than sixty (60) days after the Closing
Date, each Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor
by uploading such Diligence Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no
event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor a certificate
(with a copy (which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee,




    	 	-130-	 



    


    

the Certificate Administrator, the Custodian,
the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the Diligence File uploaded to
the Designated Site contain all documents and information required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage
Loan Seller (the “Diligence File Certificate”).


(i)                                     On or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File, any Initial Schedule AL Additional File
and Annex A-1 to the Prospectus in EDGAR-Compatible Format and Microsoft Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


(j)                                     Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this
Agreement (other than the endorsements to the Mortgage Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with
the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially
Serviced Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit
need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift
Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days following the
Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization
Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following
such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor,
at its own expense, shall be (a) entitled to direct in writing, via a Request for Release, which may be conclusively relied upon by the
Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its
possession (other than the original Mortgage Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee
or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery
to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced
Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause
(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the
related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to
the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master
Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File”
for such Servicing Shift Whole Loan to the related Other Servicer.




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(k)                                  Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited
to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


Section 2.02                    Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of
any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan (except for (i) the original allonge and Mortgage Note related to the Mortgage Loan identified on the Mortgage
Loan Schedule as “Triple Net Portfolio” and (ii) the original Mortgage Note related to the Mortgage Loan identified as “PetSmart
HQ” on the Mortgage Loan Schedule, which, in each case, is required to be delivered to the Custodian on or before the third Business
Day immediately following the Closing Date) and of all other assets included in the Trust Fund and (2) declares (a) that it
or a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage
Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund,
in trust for the exclusive use and benefit of all present and future Certificateholders and, with respect to any document in the Mortgage
File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier
Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note,
such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity
and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


(b)                                 Within sixty (60) days of the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after
the Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty (60)
days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Rating
Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Holder (so long as no Consultation Termination Event
is continuing and other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations Reviewer and the applicable
Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition
of “Mortgage File” and Section 2.01, all documents specified in clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required Officer’s
Certificate), if any, of the definition of “Mortgage File”, as applicable, are




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in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and
(viii) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial
Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form
reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but
never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been
returned by the filing office or the recorder’s office).


(c)                                  The Custodian shall review
the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the
Custodian shall, in the form of Exhibit Q, certify in writing to each of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Directing Holder (so long as no Consultation Termination Event is continuing
and other than with respect to any Excluded Loan), the Operating Advisor, the Asset Representations Reviewer and the applicable Mortgage
Loan Seller (as to each Mortgage Loan) listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation
Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject
to the final proviso of the definition of “Mortgage File” and Section 2.01, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv) and (viii) in the definition of “Mortgage Loan
Schedule” is correct.


(d)                                 Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case
of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and
(ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the
related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Holder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan, only if
no Control Termination Event is continuing), and the Special Servicer may, in accordance with the Servicing Standard, during a Control
Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit
with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection
Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller
may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as
applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer
that such Material Defect has been cured or the related Mortgage Loan




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is no longer part of the Trust Fund, at which
time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until the same
are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding sentences,
if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined
in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on collateral
securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required
to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions
of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase Agreement; provided, however, that
such Mortgage Loan Seller is not required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to
repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording
office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with
such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and if the related Mortgage
Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer
shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds
that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).
All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of
the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which,
together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


(e)                                  It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xvii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine
that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate
for the represented purpose or that they are other than what they purport to be on their face and, with respect to the documents specified
in clause (viii) of the definition of the “Mortgage File”, whether the insurance is effective as of the date of
the recordation, whether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements
referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as




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part of the Mortgage File indicating otherwise,
the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02
that the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect
to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors
in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed
as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust
will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


(f)                                    If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Directing Holder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days
after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report
setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian
and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered
by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


(g)                                 If the Master Servicer or the Special Servicer (i) receives any request or demand for repurchase or replacement of a Mortgage
Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or
replacement, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent
it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request or any rejection of a Repurchase Request (or such
a Repurchase Request is forwarded to the Master Servicer or the Special Servicer by another party hereto), then the Repurchase Request
Recipient shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered
on or prior to the next Business Day) of such Repurchase Request or withdrawal or rejection of a Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the
Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.




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Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received by the Repurchase Request
Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request), (iv) the identity of the Person making such Repurchase
Request and (v) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


A Repurchase Request Recipient
is not required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. The Depositor shall cause the Mortgage Loan Purchase Agreements to provide that (i) any 15Ga-1 Notice provided pursuant
to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information
provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense
to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase Request,
such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Master Servicer, if relating to
a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the
following statement in the related correspondence: “This is a ‘Repurchase Request’ under Section 2.02 of
the Pooling and Servicing Agreement relating to the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-PF2 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase
Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with
respect to such Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other
than as set forth in Section 2.02 in connection with its review of the Mortgage File.


If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not
received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection
to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of
a withdrawal notice, to the applicable Mortgage Loan Seller.




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If a Mortgage Loan is repurchased
or replaced pursuant to Section 2.03, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase or replacement.


Section 2.03                    Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The
Depositor hereby represents and warrants that:


(i)                               The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and
has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but
not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


(ii)                            Assuming the
due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of
the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance
with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);


(iii)                         The execution
and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provisions
of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under any
of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor or any indenture, agreement
or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to the Depositor, or result
in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect
the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor
of this Agreement;


(iv)                         There is no
action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or before
any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the
ability of the Depositor to carry out the transactions contemplated by this Agreement; and


(v)                            The Depositor
is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage Loans have
been validly transferred to the Trust.




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(b)                                 If any Certificateholder, the Directing Holder, the Master Servicer, the Special Servicer, the Certificate Administrator, Operating
Advisor (solely in its capacity as Operating Advisor) or the Trustee discovers (without implying any duty of such person to make, or
to attempt to make, such a discovery) or receives notice alleging a Material Defect in any Mortgage File, such Certificateholder, the
Directing Holder, the Master Servicer, the Special Servicer, the Trustee, Operating Advisor (solely in its capacity as Operating Advisor)
or the Certificate Administrator, as applicable, shall give prompt written notice of such Material Defect to the Depositor, the Master
Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate Administrator, the Operating Advisor
(solely in its capacity as Operating Advisor) and, if no Consultation Termination Event is continuing, the Directing Holder, and the
Special Servicer shall request in writing that the applicable Mortgage Loan Seller, not later than ninety (90) days after (i) except
in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s discovery of the Material Defect
or receipt of such notice or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage,
the earlier of (x) the discovery by the Mortgage Loan Seller or any party to this Agreement of such Material Defect or (y) receipt
of notice of a discovery of such Material Defect from any party to this Agreement by the Mortgage Loan Seller, (such ninety (90) day
period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage
Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred
by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Companion Loan, if applicable) at the applicable
Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be
permitted) for such affected Mortgage Loan or REO Mortgage Loan, and pay any Substitution Shortfall Amount in connection with such substitution
(provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the
Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to
a Material Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy
of lender’s title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than
eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial
Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect
within the Initial Cure Period, the applicable Mortgage Loan Seller will have an additional ninety (90) days commencing immediately upon
the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to
complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan (other than
with respect to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) and pay any Substitution
Shortfall Amount in connection with such substitution) and provided, further, that with respect to such Extended Cure Period
the applicable Mortgage Loan Seller must have delivered an officer’s certificate to the Trustee, the Certificate Administrator
(who shall promptly deliver a copy of such




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officer’s certificate to the 17g-5 Information
Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (other than with respect to an Excluded Loan and only
while no Consultation Termination Event is continuing) the Directing Holder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended
Cure Period; and provided, further, that, if any such Material Defect is still not cured after the Initial Cure Period and
any such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage
Loan Seller shall be entitled to continue to defer its cure, substitution or repurchase obligations in respect of such Material Defect
so long as the Mortgage Loan Seller certifies to the Trustee, the Special Servicer, the Master Servicer and the Certificate Administrator
every thirty (30) days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded
document and that the Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except
that no such deferral of cure, substitution or repurchase may continue beyond the date that is 18 months following the Closing Date. Any
such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding the foregoing,
any Material Defect which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect the
interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Material Defect
during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period
described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price
(or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) remitted by the applicable
Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant
to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and, while
no Control Termination Event is continuing and other than in respect of any Mortgage Loan that is not a Servicing Shift Mortgage Loan
or an Excluded Loan with the consent of the Directing Holder) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance with Section 3.05(g). The Loss of Value Payment includes the portion of any Liquidation Fees payable to the Special
Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer
attributable to the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment
is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply
only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph precludes the Mortgage Loan Seller or
the Special Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in the




    	 	-139-	 



    


    

related Mortgage Loan Purchase Agreement or
this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan),
(ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material
Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


Upon written request from
the Master Servicer or Special Servicer, each Mortgage Loan Seller shall deliver powers of attorney (one (1) PDF copy) substantially in
the form of the applicable exhibit to the related Mortgage Loan Purchase Agreement to the Master Servicer and the Special Servicer, that
permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents
and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement
by the Trust. Pursuant to each Mortgage Loan Purchase Agreement, each Mortgage Loan Seller will be required to effect (at the expense
of such Mortgage Loan Seller) the assignment and, if applicable, recordation of its respective Mortgage Loan documents until the assignment
and recordation of all such Mortgage Loan documents has been completed.


With respect to any Non-Serviced
Mortgage Loan, if any “Material Defect” (or analogous term) exists under the related Non-Serviced PSA, and if the applicable
Mortgage Loan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan securitized thereunder from the trust created
pursuant to such Non-Serviced PSA, then the related Mortgage Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at
the applicable Purchase Price; provided, however, that the foregoing shall not apply to any Defect related solely to the
promissory note for any related Non-Serviced Companion Loan.


If any Breach pertains to
a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor
to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the related
Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust (by
wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and
have not been reimbursed by the related Mortgagor and (ii) if such Mortgage Loan is or was a Delinquent Loan subject to an Asset
Review, the amount of any fees payable, without duplication, pursuant to Section 12.02(b) to the extent not previously paid
by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided,
however, that if the Breach relates to a Joint Mortgage Loan, each applicable Mortgage Loan Seller shall be responsible for its
Mortgage Loan Seller Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed
by such Mortgage Loan Seller; provided, further, however, that if any such costs and expenses exceed $10,000, the
related Mortgage Loan Seller may either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding sentence, if the related Mortgage Loan Seller remits the amount
of such costs and expenses, such Mortgage Loan Seller shall be deemed to have cured such Breach in all respects upon its making such remittance.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the
related Mortgagor, the portion of the cure payment made by the related Mortgage




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Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due
with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the Master Servicer
or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust
Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the
month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the
Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part
of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer, who shall then remit
such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding
anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Material Defect
or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure, repurchase
or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under
the related Mortgage Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not
otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable
Mortgage Loan Purchase Agreement, or this Agreement (other than the Asset Representations Reviewer), to provide prompt notice as required
by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material
Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not
relate to the applicable Mortgage Loan not being a Qualified Mortgage and (iv) such delay precludes such Mortgage Loan Seller from
curing such Material Defect.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,
the related Mortgage Loan Seller is not required to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable
Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant to the terms of
any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage
Loan Seller provides an opinion of counsel to the effect that such release in lieu of a repurchase would not (A) cause any Trust REMIC
to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each
applicable Rating Agency has provided a Rating Agency Confirmation.


(c)              
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and
further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be
deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit




    	 	-141-	 



    


    

and indemnity with a copy of the Mortgage Note
that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be
regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or
a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for
recordation (or certified by the applicable recorder’s office); (c) the absence from the Mortgage File of the item called for
by clause (viii) of the definition of Mortgage File; (d) the absence from the Mortgage File of any intervening assignments
required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File
either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the
related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation (or certified by the
applicable recorder’s office), as applicable; (e) the absence from the Mortgage File of any required letter of credit (except
as permitted under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan, the absence from the
related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however, that no Defect
(except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c)) shall be
considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with
an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any
Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c)
shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is
unable to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms of
the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed
escrow instructions or a binding commitment to issue a lender’s title Insurance Policy, as provided in clause (viii)
of the definition of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be
considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with
its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, if the Custodian has acknowledged
receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise
prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized
as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage Loan
Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for
in Section 8.01.


(d)                                 In connection with any
repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by this Section 2.03,
the Trustee,




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the Certificate Administrator, the Custodian,
the Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee,
the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable
Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage Loan Seller
in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of
“Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased
or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any Insurance Policy with respect thereto)
and the related Mortgage Loan documents.


(e)                                  Section 6 of each
of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations on
the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders, the Master Servicer or
the Special Servicer, with respect to any Defect in a Mortgage File or any Breach of any representation or warranty with respect to a
Mortgage Loan set forth in or required to be made pursuant to Section 6 of any of the Mortgage Loan Purchase Agreements.


(f)                                    The Special Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard.
Any costs incurred by the Special Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under
the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed
to be Servicing Advances to the extent not otherwise provided for herein. The Special Servicer shall be reimbursed for the reasonable
costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent
that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii)
herein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any costs, expenses or attorneys’
fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents
related to an Other Securitization, if applicable.


(g)                                 If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach, which also constitutes a default under
the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller may recover the amount of such expenses from the related
Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and
the Special Servicer to recover amounts owed




    	 	-143-	 



    


    

by the related Mortgagor under the terms of
such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially
Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan
Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer,
determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the Master
Servicer’s and/or the Special Servicer’s collection or recovery of principal, interest and other sums due with respect to
the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and the Certificateholders pursuant to the terms of this Agreement; provided, further, that the Master Servicer or, with
respect to a Specially Serviced Loan, the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller
in its sole discretion in accordance with the Servicing Standard.


(h)                                 If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material
Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related
Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group
as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria.
If the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria,
the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to
which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed
Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated
among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i),
all other terms of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


(i)                                     Notwithstanding the foregoing,
if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor may cause the
related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant to this Section 2.03,
pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining related
Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this Agreement and the related Mortgage
Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release,
the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the
contemplated action




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will not cause an Adverse REMIC Event and (iii) in
connection with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


(j)                                     With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or
substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the
other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective
related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee,
so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect
to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant
Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material
impairment as a result of the exercise of remedies.


(k)                                  (i) If an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and
setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward
that Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(l),
the Special Servicer (the “Enforcing Servicer”) shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


(ii)                            If the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity
as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that party shall deliver prompt written
notice of such Material Defect to each other party to this Agreement identifying the applicable Mortgage Loan and setting forth the basis
for such allegation (an “PSA Party Repurchase Request” and, either a Certificateholder Repurchase Request or a PSA
Party Repurchase Request, the “Repurchase Request”) and the Special Servicer shall promptly send the PSA Party Repurchase
Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution Failure, the Special Servicer shall act as the Enforcing
Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


(iii)                         If the Repurchase
Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (a “Resolution Failure”),
then the provisions described in Section 2.03(l) below shall apply.  Receipt of the Repurchase




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Request shall be deemed to occur two
(2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller.


After the Dispute Resolution
Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Certificateholder, no Certificateholder or Certificate
Owner may elect to refer the Repurchase Request to mediation or arbitration and the Enforcing Servicer, as the Enforcing Party, shall
be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Holder pursuant to Section 6.08.


(l)                                     (i) After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial
Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed Course
of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the Initial Requesting
Certificateholder’s Repurchase Request, and to the Certificate Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com)
who shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate
Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request
(a “Proposed Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement
with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed
Course of Action on such notice within thirty (30) days of the date of such notice and a disclaimer that responses received after such
thirty (30) day period shall not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed
Course of Action, the Enforcing Servicer shall be compelled to follow or accept the course of action agreed to and/or proposed by the
majority of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c)
a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement
that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into
consideration and (e) instructions for responding Certificateholders to send their responses to the applicable Enforcing Servicer and
the Certificate Administrator. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise
its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s
intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to
the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does
not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any,
or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise
its right to refer the matter to either mediation or arbitration. If any Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from




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other Certificateholders or Certificate Owners
supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution
Election Notices supporting the Proposed Course of Action. The Certificate Administrator shall within three (3) Business Days after the
expiration of the thirty (30)-day response period, tabulate the responses received from the Certificateholders and share the results
with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating agreement
or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration
for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate
Administrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action. For
the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.03(l) shall be
limited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action,
and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer
may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders.


(ii)                                  If neither the
Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution
Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner may refer the Repurchase Request
to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to enforce the Trust’s rights against
the related Mortgage Loan Seller, subject to the consent or consultation rights of the Directing Holder pursuant to Section 6.08.


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


(iv)                              If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and shall enforce the rights
of the Trust with respect to the Repurchase Request and no




    	 	-147-	 



    


    

Certificateholder or Certificate Owner
will have any further right to elect to refer the matter to mediation or arbitration.


(v)                                 If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration)
or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting
Rights among such Requesting Certificateholders will be entitled to make all decisions relating to such mediation or arbitration. If,
however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30)
days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner will have any further right
to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing
Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived
for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement, and (iii) if the Proposed Course of Action
Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall
again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights against the related
Mortgage Loan Seller.


(vi)                              Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not
apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to
the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


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


(viii)                        None of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their respective Affiliates
shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


(ix)                                The Requesting
Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder
shall not be entitled to then utilize the alternative method if the initial method is unsuccessful.




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


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


(ii)                                  The mediator
shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either commercial real
estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will be appointed
from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten potential mediators
by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days and
to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator from the
remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


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


(iv)                              The expenses
of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and Enforcing
Servicer, as mutually agreed by the parties as part of the mediation.


(n)                
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)                                     The arbitration
shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures promulgated by the Arbitration
Services Provider.


(ii)                                  The arbitrator
shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either commercial real
estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will be appointed
from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators
by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within fourteen (14) days and
to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator from
the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.




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


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


(v)                                 Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to
the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and
in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator may grant the parties, or either of
them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery is reasonable
and necessary.


(vi)                              The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest
on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any
record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the
arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision
in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator shall be final
and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced
in any court of competent jurisdiction.


(vii)                           By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


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




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(o)                                 The following provisions will apply to both mediation and third-party arbitration:


(i)                                     Any mediation
or arbitration will be held in New York, New York unless another location is agreed by all parties;


(ii)                                  If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party
in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision
of the arbitration panel, solely by application in the Southern District of New York if such court has subject matter jurisdiction, or
if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New York for the County of New York.
The arbitration proceedings may not be stayed unless so ordered by the court.


(iii)                               The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any
purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this
Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with any third party
(other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection
with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court
order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental
regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and
shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


(iv)                              If a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall
be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration
or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided
that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding shall be determined
by such Enforcing Servicer in consultation with the Directing Holder (provided that no Consultation Termination Event is continuing
and an Excluded Loan is not involved), and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party shall
be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator
or mediator, as the case may be, shall provide that if a Requesting Certificateholder is allocated any related costs and expenses pursuant
to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting
on its behalf shall




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be responsible for any such costs and
expenses allocated to the Requesting Certificateholder.


(v)                                 If a Requesting
Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses allocated to the Enforcing
Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


(vi)                              The Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request
and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


(vii)                           In no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration
affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan or the exercise
of any rights of a Directing Certificateholder.


(viii)                        If the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder shall not elect to then utilize
the alternative method.


(ix)                               Any out-of-pocket expenses required to be borne by the Enforcing Servicer in a mediation or arbitration shall be reimbursable as
trust fund expenses.


(p)                                 Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be
limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect
to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material
Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


Section 2.04                   Execution of Certificates; Issuance of the Loan REMIC Regular Interests and Lower-Tier Regular Interests. The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans, the Loan REMIC Regular Interests and the Loan REMIC Residual Interests,
and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other
assets included in the Lower-Tier REMIC. Concurrently with such assignment and delivery, (i) in exchange for the Loan REMIC Regular Interests,
the Mortgage Loans (other than assets held by the Loan REMICs) and the other




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assets comprising the Lower-Tier REMIC, receipt
of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR
Interest to the Depositor; (ii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests
to the Upper-Tier REMIC; (iii) the trustee acknowledges the contribution of the Initial Class P Deposit Amount; and (iv) immediately
thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and such Certificates evidencing the
entire beneficial ownership of the Upper-Tier REMIC (in the case of the Class R Certificates, the Class LR Interest and
the Class UR Interest).


[End of ARTICLE II]


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


Section 3.01                   The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer
and Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related
Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated
to service in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee
(as holder of the Lower-Tier Regular Interests), in each case, as a collective whole, taking into account the subordinate or pari passu
nature of such Companion Loans, as the case may be (as determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole
Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion Loan,
as the case may be. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage
Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or
the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery
of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, maximization of timely recovery of




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principal and interest on a net present value
basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests
of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder
or holders of the related Companion Loan constituted a single lender), taking into account the subordinate or pari passu nature
of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment,
in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily
and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any
relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with
any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator
of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan,
or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or
the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of
the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and
reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for
others of (a) the Non-Serviced Mortgage Loans and the Non-Serviced Companion Loans or (b) any other mortgage loans, subordinate debt,
mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the
case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any
of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing);
(vii) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or the Special Servicer, as the
case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any
of their respective Affiliates, to repurchase, substitute for or make a Loss of Value Payment with respect to a Mortgage Loan as a Mortgage
Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing,
collectively referred to as the “Servicing Standard”).


The Master Servicer and the
Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall service and administer (i) any Mortgage Loans (other than the Non-Serviced
Mortgage Loans, except in the case of Section 2.03(f) and Section 2.03(k) through Section 2.03(o)), any
related Serviced Companion Loans as to which a Servicing Transfer Event is continuing (each, a “Specially Serviced Loan”)
or as otherwise provided herein with respect to Non-Specially Serviced Loans in connection with any Major Decision or Special Servicer
Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer
shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with
respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing
Transfer Event




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had occurred and with respect to the REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced
Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer
is not liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide
sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its
obligations hereunder. The Master Servicer, in its capacity as Master Servicer, is not responsible for the performance by the Special
Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer,
is not responsible for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major
Decision or Special Servicer Decision by the Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.19,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related Serviced Companion Loan.
The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating
statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to
Specially Serviced Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer
may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information
have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the
Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special
Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or shall be
construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer
(including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon).
Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the
benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan
at any time after a determination of present value recovery is less than the amount reflected in such determination.


(b)              
 Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, the Master Servicer and the Special Servicer each has full power and authority, acting alone or, in the case of the Master
Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in
connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee
and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver,
on behalf of the




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Certificateholders (and, with respect to a
Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan
and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver
such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject
to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with
respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge
agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments;
and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the
Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially
Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage
Loans that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,
the Trustee shall upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any powers of attorney
in the form of Exhibit R-1 or Exhibit R-2, respectively (or such other form as mutually agreed to by the Trustee and
the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer
or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee is not responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained
herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written
consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s
or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the
Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of
the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action,
suit or proceeding), and is not required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special
Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes,
the Trustee to be required to be registered to do business in any state.


(c)                                  To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency Confirmation
from each Rating Agency or Companion Loan Rating Agency Confirmations, the Master Servicer shall require the costs of such Rating Agency
Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan




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documents or Companion Loan documents (including
any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or Companion Loan Rating
Agency Confirmation, the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.
To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement)
are silent as to who bears the costs of any Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer is not responsible for the payment
of such costs and expenses out of pocket other than as a Servicing Advance.


(d)                                 The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


(e)                                  The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


(f)                                    Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit
and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold
interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default under such Ground Lease
and required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground Lease shall be delivered to the Master Servicer
(who shall forward such notice to the Special Servicer), and that the Master Servicer or the Special Servicer shall service the related
Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier than the date the
applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately
preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer
in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay
any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan
Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage
Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit,
and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs
and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the
amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the
applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related
Mortgagor. Neither the Master Servicer nor the Special Servicer




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will have any liability for the failure of
any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


(g)                                 Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect to any Companion
Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust Fund or to the extent
the Serviced Whole Loan is no longer serviced pursuant to this Agreement.


(h)                                 Servicing and administration
of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement for so long as the
corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer period as any amounts payable
by the related Companion Holder to or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in
accordance with the related Intercreditor Agreement remain due and owing.


(i)                                     The Special Servicer
agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole Loan, that is subject
to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19, use commercially
reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special Servicer determines
such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor Agreement. The
costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense or, subject
to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu Whole Loan, pro rata
and pari passu, by the Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding principal balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any Serviced AB
Whole Loan, first, by the related Subordinate Companion Loan(s) and then, pro rata and pari passu, by the
Trust and Serviced Pari Passu Companion Loan, in accordance with the respective outstanding principal balances of the related Mortgage
Loan and Serviced Pari Passu Companion Loan.


(j)                                     Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor Agreement,
the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances) even if
the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement is entered
into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer nor the Special Servicer
shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant to Section 6.04
(and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal claim
or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund),
no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage
Loan is no longer part of the Trust Fund will be payable out of the Trust Fund and the Master Servicer will have no obligation to make
any Advance on or after the date such Serviced Mortgage Loan ceases to be




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part of the Trust Fund; provided, however,
that if, in the case of any Serviced Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization,
then for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three
(3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case
of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master
Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by the Master Servicer hereunder.


(k)                                  Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under
the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


(l)                                     The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) if (A) the related Non-Serviced Companion Loan is
no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement has been agreed
to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation
has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or withdrawal
of the then-current ratings of any Class of Certificates then outstanding.


(m)                               Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The
Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing




    	 	-159-	 



    


    

Standard to obtain the benefits of the rights
of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.


(n)                                 In connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable
efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in
any disclosure document(s) relating to such Other Securitization.


Section 3.02                    Collection of Mortgage Loan Payments. (a)  Each of the Master
Servicer and the Special Servicer shall use reasonable efforts consistent with the Servicing Standard to collect all payments called for
under the terms and provisions of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided,
that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess
cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it
is obligated to service hereunder.


(b)                                 (i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due
and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with the workout
of a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the
related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole
Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall
be applied in the following order of priority:


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid
interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional expenses of the Trust;


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid
or reimbursed from principal collections on the Mortgage Loans;


third, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of Default Interest) accrued on such Mortgage
Loan at the




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related Mortgage Rate in effect from time to
time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant
to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i)
of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I
Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to
any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made)
would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have
occurred in connection with the related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of
the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as
to which no P&I Advance was made;


fourth, to the extent
not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan then due and
owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated,
as a recovery of principal to the extent of its entire remaining unpaid principal balance);


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts
or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result
of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest
(exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage
Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the
extent collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier
dates);


sixth, as a recovery
of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance
premiums and similar items relating to such Mortgage Loan;


seventh, as a recovery
of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


eighth, as a recovery
of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


ninth, as a recovery
of any late payment charges and Default Interest then due and owing under such Mortgage Loan;




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tenth, as a recovery
of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating
Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting
Fees); and


twelfth, as a recovery
of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when
the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following
any partial release (based solely on the value of real property and excluding personal property and going concern value, if any, unless
otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee) must be collected and
allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan) in the manner required by the REMIC Provisions;
provided, further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a
Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan
shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; and provided,
further, that with respect to each Serviced Mortgage Loan, amounts collected with respect to the related Serviced Whole Loan shall
be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced
Mortgage Loan shall be subject to application as described above.


(ii)                                  Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of
operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan,
exclusive of any amounts payable to the holder(s) of the related Companion Loan(s), as applicable, pursuant to the terms of the related
Intercreditor Agreement) shall be applied in the following order of priority:


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest
at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional Trust Fund expenses with respect to the
related Mortgage Loan;


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid
or reimbursed from principal collections on the Mortgage Loans;


third, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest on such
Mortgage Loan to the extent of the




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excess of (i) unpaid interest (exclusive
of Default Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause
fifth of Section 3.02(b) on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause
(i) of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of
related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with
respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made)
would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have
occurred in connection with the related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of
the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as
to which no P&I Advance was made;


fourth, to the extent
not previously allocated pursuant to clause first or second above, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance;


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts
or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result
of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest
(exclusive of Default Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage
Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the
extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth
of Section 3.02(b) on earlier dates);


sixth, as a recovery
of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


seventh, as a recovery
of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


eighth, as a recovery
of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan; and


ninth, as a recovery
of any other amounts then due and owing under such Mortgage Loan (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


provided that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing




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amounts with respect to such Non-Serviced Whole
Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; and provided,
further, that with respect to each Serviced Mortgage Loan, amounts collected with respect to the related Serviced Whole Loan shall
be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced
Mortgage Loan shall be subject to application as described above.


(iii)                               Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts
shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation
Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in accordance
with Section 3.02(b)(ii) above.


(c)                                  To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion Loan as if
such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance and Condemnation
Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


(d)                                 [Reserved].


(e)                                  With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to
the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan, unless otherwise required to
do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


(f)                                    Promptly following the Closing Date, and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of written
notice by the Certificate Administrator of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole
Loan, the Certificate Administrator shall send written notice (in the form of Exhibit T) to the related Non-Serviced Master
Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such
date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit
to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master
Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related
Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection
Account all amounts received with respect




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to the related Non-Serviced Mortgage Loan,
the related Non-Serviced Mortgaged Property or any related REO Property.


Section 3.03                    Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow
Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents
and, if applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan shall be
held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed
to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in
Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents,
as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be
Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from
a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items;
(ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by
applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master
Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the
indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty
Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall
pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related
Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any
Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage
Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


(b)                                 The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan, shall
maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and
other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion Loan,
shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances prior
to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect
to the




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related Mortgaged Property for nonpayment of
such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the
Special Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such
Mortgage Loan and the related Serviced Companion Loan and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan does not require a Mortgagor to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer,
in the case of all other Mortgage Loans or Companion Loan that it is responsible for servicing hereunder, shall use efforts consistent
with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time
they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


(c)                                  In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums
on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO Revenues,
if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis, and
provided, however, that the particular Advance would not, if made, constitute a Nonrecoverable Servicing Advance and provided,
further, however, that with respect to the payment of taxes and assessments, the Master Servicer is not required to make
such Advance until the later of (i) five (5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date
after which any penalty or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer
and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master
Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided,
however, that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing
Advances required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once
per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount
of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such Servicing
Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided that in
an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance. Within
five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer request for reimbursement
for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding the subject
Servicing Advance as the Master Servicer




    	 	-166-	 



    


    

may reasonably request, and the Master Servicer
shall, out of such Master Servicer’s own funds, reimburse the Special Servicer for any unreimbursed Servicing Advances (other than
Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof), together with interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest
shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately
available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special
Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03,
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special
Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing
Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the
Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did.
Notwithstanding the foregoing provisions of this Section 3.03, the Master Servicer is not required to reimburse the Special
Servicer for any such Servicing Advance if the Master Servicer determines in accordance with the Servicing Standard that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing
Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable
Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05 out of general collections.


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer may conclusively rely on such determination; provided
that the determination shall not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination Date
for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special Servicer determines any Servicing
Advance previously made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance
and such non-recoverability determination may be conclusively relied upon by, and shall be binding upon, the Master Servicer. Notwithstanding
anything to the contrary in this Agreement, in the absence of any determination by the Special Servicer that a Servicing Advance previously
made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance, the Master Servicer
shall be permitted to make its own determination that any such Servicing Advance is a Nonrecoverable Advance. If the Special Servicer
makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance,
the Master Servicer may make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors
and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting
the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for
purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders,
be added to the unpaid principal balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding




    	 	-167-	 



    


    

that the terms of such Mortgage Loans or related
Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due
(including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing
Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required
hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall
consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer
has no obligation to make any Servicing Advances under this Agreement.


Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer is not required to reimburse the Special Servicer out of its own funds
for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is a Nonrecoverable Servicing Advance.
The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing
Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but is not required
to make such an election unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion
Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from all
other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or
the Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer
to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured
or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the
loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer
or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate
delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion
Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case
may be). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant
to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable
Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. The
applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such
Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced
PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.




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(d)                                 In connection with its
recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof
by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special Servicer and then the
Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on deposit in the Collection
Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such Servicing Advance from the date
made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master Servicer shall reimburse
itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible
after funds available for such purpose are deposited in the Collection Account (or any Companion Distribution Account maintained as a
subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options
and rights to defer recovery of such amounts as provided herein; provided, however, that such Master Servicer’s or
Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation to reimburse
the Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit in the
Companion Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master Servicer
shall use reasonable efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage Loan
under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


(e)                                  To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within
a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed. To the
extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of
the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation
of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which action or remediations
are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described
in this Section 3.03(e), the Master Servicer shall report any such failure to the Special Servicer within a reasonable time
after the date as of which actions or remediations are required to be or to have been taken or completed.


Section 3.04                   The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Loan REMIC Residual Account and the Gain-on-Sale Reserve Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established
and maintained, a Collection Account in which the Master Servicer shall deposit or cause to be deposited (in no event later than the second
Business Day following receipt of properly identified funds) (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or made by
or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion
Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller
or its respective designee and other than any amounts received from




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Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a period subsequent thereto:


(i)                                     all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


(ii)                                  all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, Yield Maintenance Charges and Default
Interest;


(iii)                               late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)                              all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that
are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received
in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage Loan Seller,
which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances in respect of
the related Mortgage Loans;


(v)                                 any amounts
required to be transferred from the REO Account pursuant to Section 3.14(c);


(vi)                              any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


(vii)                           any amounts
required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with
losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the
terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary




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statements or demands, assumption fees, Modification
Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other amounts the Master
Servicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited by the Master
Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. Assumption,
extension and Modification Fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special
Servicer as additional servicing compensation.


Upon receipt of any of the
foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with
this Section 3.04(a); provided that to the extent any of the foregoing amounts are received after 2:00 p.m. (Eastern time)
on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business
Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)
Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to
Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to
the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices
of Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give notice to the Trustee, the Special
Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


(b)                                 The Certificate Administrator,
on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account, the Interest Reserve Account
and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders and the Trustee as Holder of the Lower-Tier
Regular Interests and (ii) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders and
the Trustee as Holder of the Lower-Tier Regular Interests. The Master Servicer shall deliver to the Certificate Administrator each month
on or before the P&I Advance Date therein, for deposit in the Lower-Tier REMIC Distribution Account, that portion of the
Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Available Funds) for the related Distribution Date. For the avoidance of doubt, so long
as Computershare Trust Company, National Association is the Certificate Administrator, all funds held in the Distribution Accounts and
the Interest Reserve Account shall remain uninvested.


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit of
the related Companion Holder and shall, within




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two (2) Business Days following the Companion
Paying Agent’s receipt of properly identified and available funds, deposit in the Companion Distribution Account any and all amounts
received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement to be
deposited therein; provided, however, that the Companion Paying Agent shall separately track for each Serviced Companion
Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent
each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately
available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the
amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement.
Notwithstanding the preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have
been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from
the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received
on, and payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the
direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(l),
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date. In addition, with respect to any
amounts that represent Late Collections on a Companion Loan for which a P&I Advance has already been paid by a master servicer or
trustee under any Other Pooling and Servicing Agreement, the Master Servicer shall remit such Late Collections to such master servicer
or trustee under such Other Pooling and Servicing Agreement, as applicable, within two (2) Business Days of receipt of properly identified
funds.


The Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account and the Companion Distribution
Account may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


(i)                                     any amounts
required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other than
the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment Interest
Shortfalls;


(ii)                                  any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;




    	 	-172-	 



    


    

(iii)                               any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders
of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant to
Section 9.01);


(iv)                              any Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


(v)                                 any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


If, as of the close of business
(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) are required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master
Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment
was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the
date such late payment is received by the Certificate Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account any and all amounts received by the Certificate Administrator
that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution
Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier Regular Interests
as specified in Section 4.01(c) and Section 4.01(d), respectively. Amounts deposited into and withdrawn from the
Collection Account in respect of the Patewood Corporate Center Mortgage Loan, the PetSmart HQ Mortgage Loan, the Prince Hall Apartments
Mortgage Loan and the Icon One Daytona Mortgage Loan shall be deemed to be distributed in respect of the related Loan REMIC Regular Interest
and, in the case of the Patewood Corporate Center Mortgage Loan, the PetSmart HQ Mortgage Loan and the Prince Hall Apartments Mortgage
Loan, the related Loan REMIC Residual Interest in accordance with the related REMIC Declaration. Amounts deemed distributed in respect
of the Loan REMIC Regular Interests shall be deposited in the Lower-Tier Distribution Account, and amounts deemed distributed in respect
of the Loan REMIC Residual Interests shall be deposited into the Loan REMIC Residual Distribution Account to be distributed to the Class
R Certificates as set forth in Section 4.01(k).


Funds on deposit in the Gain-on-Sale
Reserve Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Upper-Tier REMIC Distribution Account
or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Computershare




    	 	-173-	 



    


    

Trust Company, National Association is the
Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested by, and
at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Computershare Trust Company, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable on
demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the
Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand.
All such Permitted Investments to be administered by the Certificate Administrator shall be made in the name of “Computershare Trust
Company, National Association, as Certificate Administrator, for the benefit of Computershare Trust Company, National Association, as
Trustee for the Holders of the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2
as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the 3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 as their interests may appear. None of the Trust, the
Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the
account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)
in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits
in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,
it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


On the Closing Date, the
Depositor shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the
Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2023, upon receipt by the Certificate
Administrator from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay
such legal invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall
be sent by e-mail to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “3650R
2022-PF2 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund or any Trust REMIC. The
Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all
income earned therefrom.


Upon the depletion of the
Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator will have no
responsibility in connection therewith.


The Certificate Administrator
has no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the




    	 	-174-	 



    


    

Certificate Administrator shall pay to the
Depositor any funds then remaining in the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


As of the Closing Date, the
Interest Reserve Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution Account shall be located
at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and
the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


For the avoidance of doubt,
the Collection Account (other than the Companion Distribution Account, if it is a sub-account of the Collection Account, and the Loan
REMIC Residual Distribution Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, any Servicing Account,
the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts) will
be owned by the Lower-Tier REMIC; the Companion Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Companion Holders, as applicable; and the Upper-Tier REMIC Distribution Account (including interest,
if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC.


On the Closing Date, the Depositor shall transfer to the Certificate Administrator for the deposit in the Upper-Tier
Distribution Account $100 in respect of the Class P Certificates.


(c)                                  The Certificate Administrator shall establish and maintain the Loan REMIC Residual Distribution Account in the name of the Certificate
Administrator, in trust for the benefit of the Class R Certificateholders and the Trustee as the Holder of the Loan REMIC Residual Interests.
The Loan REMIC Residual Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible
Account). Prior to the applicable Distribution Date, the Master Servicer shall withdraw from the Collection Account and remit to the Certificate
Administrator on the applicable Master Servicer Remittance Date for deposit in the Loan REMIC Residual Distribution Account amounts deemed
distributed from the Serviced Loan REMIC pursuant to the related REMIC Declaration(s) prior to the Determination Date for the applicable
Collection Period.


(d)                                 The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Loan REMIC Residual Distribution Account
to the extent required to make the distributions with respect of the Loan REMIC Residual Interests required by Section 4.01(k).


(e)                                  The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Certificate Administrator.


Upon the disposition of any
REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that




    	 	-175-	 



    


    

 are allocable to the Mortgage Loan, as applicable, in connection with such sale and, with respect to the
Mortgage Loans, remit such funds to the Master Servicer who shall then remit such funds to the Certificate Administrator for deposit into
the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any other
related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent
for deposit into the Companion Distribution Account.


(f)                                    Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


(g)                                 [Reserved].


(h)                                 [Reserved]


(i)                                     If any Loss of Value Payments are received in connection with a Material Defect pursuant to Section 2.03(b) or as contemplated
by Section 3.05(g), the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss
of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments.
Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The
Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate
Administrator shall, based upon information obtained from the CREFC® reports delivered by the Master Servicer pursuant
to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations
Section 1.860G-2(h) and not an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator
shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed
to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value
Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income
tax purposes, and shall be taxable on all income earned thereon.


Section 3.05                   Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account),
exclusive of the Companion Distribution Account that may be a subaccount of the Collection Account, for any of the following purposes
(the following not being an order of priority and without duplication of the same payment or reimbursement):


(i)                                     (A) no later
than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account and the Loan REMIC Residual Distribution Account and the amounts required to be remitted pursuant to the first
paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a);
(B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion
Distribution Account the amounts required to be so deposited with respect to the Companion Loans; and (C) to remit to the Certificate
Administrator for deposit into the Interest Reserve




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Account any Withheld Amounts collected
on the Actual/360 Mortgage Loans for their due dates in January (except during a leap year) and February of any calendar year;


(ii)                                  (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division
of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially
Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A)
with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited
to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation
Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable,
and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section 3.12(a),
remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections
in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan,
such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu
Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan, in accordance with their outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from
the related Subordinate Companion Loan(s) and then, from the related Mortgage Loan (and any related Pari Passu Companion Loan(s)
on a pro rata basis) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating
Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each
Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect
to any Mortgage Loan, Specially Serviced Loan (other than any related Companion Loan) or REO Mortgage Loan, as applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to
the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Mortgage Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon (provided,
however, only the extent such Operating Advisor Consulting Fee is incurred after the outstanding Certificate Balances of the Control
Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such Operating
Advisor Consulting Fee shall be payable in full to the Operating Advisor as a Trust Fund expense) and (D) to pay the Asset Representations
Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b)) Asset Representations Reviewer Asset
Review Fee, if any, payable in connection with any Asset Review performed as a result of an Affirmative Asset Review Vote;




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(iii)                               to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Mortgage Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected
with respect to any related Serviced Companion Loan (provided that, with respect to any Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Subordinate Companion Loan(s)) prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if
such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion
of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from
time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


(iv)                              to reimburse
the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the Master Servicer’s,
the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited
to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that,
in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related Subordinate Companion Loan(s) and then,
from any related Mortgage Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect
to any Serviced Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and Serviced Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed
Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to
reimbursement for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans
and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; provided, further, that if such Advance becomes a




    	 	-178-	 



    


    

Nonrecoverable Advance, then such Advance
shall be reimbursable pursuant to clause (v) below;


(v)                                 to reimburse
the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances first, out
of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any
related Companion Loan (only for Nonrecoverable Servicing Advances made with respect to such Companion Loan), then, out of the
principal portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal portion of
general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement
thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for
Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties
net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable
Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related Subordinate Companion Loan and then, from any related Mortgage
Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) provided, further, that, in case of such reimbursement with
respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in
this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage
Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and
Subordinate Companion Loan(s)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if
applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above
following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection
Account of all amounts received in connection therewith;


(vi)                              at such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer for
a related securitization trust in respect of any Serviced Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to




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clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in accordance
with Section 4.03(d) and Section 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing
Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above,
to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable
thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may
be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion
Loan, (provided that, with respect to any Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to
the related Serviced Mortgage Loan and Subordinate Companion Loan(s));


(vii)                           to reimburse
itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or
any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid by the related Mortgage Loan Seller with respect to such Mortgage Loan or amounts paid by the related Mortgage
Loan Seller as a result of mediation or arbitration proceedings contemplated in Section 2.03 with respect to such Mortgage
Loan that, in each case, represents such expense in accordance with clause (iv) of the definition of Purchase Price;


(viii)                         in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such
Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds
described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related Subordinate Companion Loan(s) (provided that, with respect
to a Serviced




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Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loans;


(ix)                                to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds and Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO
Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances (ii) with
respect to a Serviced AB Whole Loan, first, from the related Subordinate Companion Loan(s) and then, from any related Mortgage
Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any Serviced Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


(x)                                   to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage
Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced Companion Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (including
Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d); and (b) to pay the Special
Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially
Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with
respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs
and expenses incurred by the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


(xi)                                to recoup any amounts deposited in the Collection Account in error;




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(xii)                             to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their
respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general
collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b);
provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan in accordance with their outstanding principal balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related Subordinate Companion Loan(s) and then, from any related Mortgage
Loan (and any Pari Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any Serviced Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


(xiii)                          to pay for
(a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 10.01(i) and Section 13.02(a) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their outstanding
principal balances or (ii) with respect to a Serviced AB Whole
Loan, first, from the related Subordinate Companion Loan(s) (provided that, with respect to any Serviced Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced Subordinate Companion
Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


(xiv)                         to pay out
of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed on any Trust REMIC,
or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(j);


(xv)                            to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(f);




    	 	-182-	 



    


    

(xvi)                         to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the
date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b),
to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution,
and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with Section 2.03(b);


(xvii)                      to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


(xviii)                   to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(h);


(xix)                           to reimburse the Asset Representations Reviewer for any reasonable out-of-pocket costs and expenses reimbursable to it by the Trust
pursuant to Section 12.02(b);


(xx)                              to remit to
the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant to Section 3.04(b)
without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


(xxi)                           to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


(xxii)                        to pay for
any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other
applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer from
the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the
Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator or an officer of the Operating Advisor or the
Asset Representations Reviewer




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describing the item and amount to which the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled.
The Master Servicer may rely conclusively on any such certificate and will have no duty to re-calculate the amounts stated therein.
The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
and, where appropriate, a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account. Notwithstanding the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising
from collections other than the initial collection on a Corrected Loan.


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not specifically
relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan.


(b)                                 The Certificate Administrator
may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the following purposes (the following
not being an order of priority):


(i)                                     to be deemed
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Yield Maintenance
Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and to make distributions
to Certificateholders holding the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


(ii)                                  to pay to the
Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)                               to pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as contemplated by Section 8.05(a)
with respect to the Mortgage Loans;


(iv)                              to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (v) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the
Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of
the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(i)
or Section 10.01(o) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in




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furtherance of the rights and interests
of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


(v)                                 to pay any and all federal, state and local taxes imposed on any Trust REMIC or on the assets or transactions of any such Trust
REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator, the REMIC Administrator,
the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(j);


(vi)                              to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(f) with respect to any Trust
REMIC;


(vii)                           to pay to the Master Servicer any amounts transferred by the Master Servicer to the Certificate Administrator for deposit in the
Distribution Accounts not required to be deposited therein;


(viii)                        to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


(ix)                                termination of this Agreement pursuant to Section 9.01.


(c)                                  [Reserved].


(d)                                 The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for
any of the following purposes:


(i)                                     to make distributions to the Holders of the Regular Certificates and the Class P Certificates (and to the Holders of the Class R
Certificates in respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


(ii)                                  to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


(e)                                  [Reserved]


(f)                                    Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator/Trustee Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator/Trustee Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and if amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full
amount of such Certificate Administrator/Trustee Fee, the Certificate Administrator shall be paid based on the amount of such fees and
(ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon
listed in Sections 3.05(a)(iii), (a)(iv),




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(a)(v) and (a)(vi), then reimbursements
shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer,
third to the Master Servicer and then to the Operating Advisor.


(g)                                 If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that,
(1) with respect to clause (iv) below, the Special Servicer shall provide notice to the Master Servicer of the occurrence
of the applicable Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall provide
the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date), transfer
such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit
into the Collection Account for the following purposes:


(i)                                     to reimburse
the Master Servicer or the Trustee, in accordance with Section 3.05(a), for any Nonrecoverable Advance made by such party
with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest on such Advances);


(ii)                                  to pay, in accordance with Section 3.05(a), or to reimburse the Trust for the prior payment of, any expense or Liquidation
Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an additional expense of the Trust;


(iii)                               to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related
successor REO Loan;


(iv)                              following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any
related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan or Serviced REO Loan to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


(v)                                 On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


(h)                      Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor
REO Mortgage Loan for which




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such Loss of Value Payments were received;
and any Loss of Value Payments transferred to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or REO Mortgage Loan for which such Loss
of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv)
of the prior paragraph.


(i)                                     The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(l).


Section 3.06                   Investment of Funds in the Collection Account, the Loan REMIC Residual Distribution Account, the REO Account and Loss of Value
Reserve Fund. (a)  The Master Servicer (or, in the case of an REO Account
maintained by or for it, the Special Servicer) may direct any depository institution maintaining the Collection Account, the Companion
Distribution Account, the Loan REMIC Residual Distribution Account or any Servicing Account (for purposes of this Section 3.06,
an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account or
Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest
or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding
the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon.
All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held
in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the
benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer) and the Special Servicer (in the case of the REO Account, Loss of Value Reserve
Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical
possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts,
the Loss of Value Reserve Fund or the REO Account, as applicable, that is either (i) a “certificated security,” as such
term is defined in the UCC (such that the Trustee has control pursuant to Section 8-106 of the UCC) or (ii) other property
in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case
of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. If amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the
Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case
of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:




    	 	-187-	 



    


    

(i)                                     consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


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


(b)                                 Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts)
not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance
with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited
in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the
Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.14(c). If any loss shall be incurred in respect of any Permitted Investment
(as to which the Master Servicer or the Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder)
directed to be made by the Master Servicer or the Special Servicer, as applicable, and on deposit in any of the Collection Account, the
Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case
of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment
Loss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the
insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such
investment was made (and, with respect to the Master Servicer or the Special Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable, unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


(c)                                  Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in




    	 	-188-	 



    


    

any other performance required under any Permitted
Investment, the Master Servicer may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated
to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings.


Section 3.07                  Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  To
the extent permitted by the related Mortgage Loan documents and required by the Servicing Standard, the Master Servicer (with respect
to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to REO Properties other than any
Non-Serviced Mortgaged Properties) shall maintain all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in
the next sentence with respect to the Master Servicer or the Special Servicer, as applicable). If the Mortgagor does not so maintain such
insurance coverage, subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer
(with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required
under, and such insurance coverage is to be obtained from an insurer meeting the requirements under, the related Mortgage Loan documents,
but only if the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer
and, if available, can be obtained at commercially reasonable rates, as determined in accordance with the Servicing Standard. Any determination
that such insurance coverage is not available or not available at commercially reasonable rates shall be made with the consent of the
Directing Holder (if no Control Termination Event is continuing and other than with respect to any Excluded Loan) pursuant to Section 6.08(a)
(other than with respect to any Excluded Loan). Such determination shall be made by the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to
REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do
so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however, that if any Mortgage or
any other Mortgage Loan document permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such
Mortgaged Property, the Master Servicer or, with respect to an REO Property, the Special Servicer, as applicable, shall impose or maintain,
as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at
the origination of the Mortgage Loan; provided, further, that, with respect to the immediately preceding proviso, the Master
Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain)
insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance
Default (as determined by the Special Servicer with the consent of the Directing Holder (unless a Control Termination Event is continuing)
pursuant to Section 6.08(a) (other than with respect to any Excluded Loan)) and only if the Trustee has an insurable interest
therein and such insurance is available to the Master Servicer or the Special Servicer, as the case may be, and, if available, can be
obtained at commercially reasonable rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants
(at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable




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rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of
this paragraph, the Special Servicer shall maintain (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default) for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously
required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines with the consent of the Directing
Holder (if no Control Termination Event is continuing) pursuant to Section 6.08(a) (other than with respect to any Excluded
Loan) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in
which case the Master Servicer may conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained
by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to
the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced
Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance
maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement
cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction
for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without
thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled
without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a),
be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master
Servicer or the Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing
Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect
of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so
long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall
instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion
Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by
the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be
a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).




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The foregoing provisions of this Section 3.07
shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary,
the Master Servicer is not required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance
on any Mortgaged Property unless such insurance was required at the time of origination of the related Mortgage Loan and is then-available
at commercially reasonable rates and the Trustee has an insurable interest therein.


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage
Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master
Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the Insurance
Policies for the related Mortgaged Property contain Additional Exclusions (provided that the Master Servicer will be entitled to
conclusively rely upon the certificates of insurance in determining whether such policies contain Additional Exclusions), (B) request
the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its
reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any Insurance Policy
contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the
immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be
purchased by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with the Servicing
Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer and the Master
Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the
expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled
to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. If the Special
Servicer determines that such failure is an Acceptable Insurance Default, the Special Servicer shall promptly deliver such conclusions
in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that
(i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. Subject
to the Servicing Standard, during the period that the Special Servicer is evaluating the availability of such insurance or waiting for
a response from the Directing Holder, neither the Master Servicer nor the Special Servicer will be liable for any loss related to its
failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations
as a result of such failure.


(b)                                (i)  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified
Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the
individual policies otherwise




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required, the Master Servicer or the Special
Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related
Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the
Special Servicer shall, if there has not been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance
Policy complying with the requirements of Section 3.07(a), and there has been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would
have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause
to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related
Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans,
the Master Servicer shall prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket
Insurance Policy in a timely fashion in accordance with the terms of such policy. Consistent with subsection (a) above, the Special
Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with
respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


(ii)                                  If the Master Servicer or the Special Servicer causes any Mortgaged Property or REO Property to be covered by a master single interest
or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee
as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required,
the Master Servicer or the Special Servicer shall be deemed to have satisfied its obligation to cause such insurance to be maintained
on the related Mortgaged Properties and REO Properties. If the Master Servicer or the Special Servicer causes any Mortgaged Property or
REO Property to be covered by such master single interest or force-placed Insurance Policy, the Master Servicer shall pay the incremental
costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable
for such policy whether or not any Mortgaged Property or REO Property is covered thereby) as a Servicing Advance. Such master single interest
or force-placed policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall (if no policy
that complies with the provisions of Section 3.07(a) has been maintained on the related Mortgaged Property or REO Property,
and there has been one or more losses which would have been covered by such policy had it been maintained) deposit into the Collection
Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy because of such
deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan,
including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard.


(c)                                  Each of the Master 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 with a Qualified Insurer




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covering the Master Servicer’s and the
Special Servicer’s, as applicable, officers and employees acting on behalf of the Master Servicer and the Special Servicer in connection
with its activities under this Agreement. Notwithstanding the foregoing, so long as the long-term debt or the deposit obligations
or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote
parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch (if rated by Fitch), the Master Servicer
(or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to a fidelity bond and an “errors and omissions” Insurance Policy. Such amount of coverage shall be in such form and
amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under a policy or bond obtained
by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this Section 3.07(c)
shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master Servicer will promptly report
in writing to the Trustee any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors
and omissions insurance policies, as the case may be, and will furnish to the Trustee evidence that such bonds, if any, and insurance
policies are in full force and effect.


(d)                                 At the time the Master
Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced Mortgaged Property)
is in a federally designated special flood hazard area (and such flood insurance has been made available), the Master Servicer shall
use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable law and the terms of
the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation
to so maintain, shall itself maintain to the extent available at commercially reasonable rates (as determined by the Master Servicer
in accordance with the Servicing Standard) and to the extent the Trustee, as mortgagee, has an insurable interest therein, flood insurance
in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the
related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which
is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the
Mortgaged Property, if any, in an amount consistent with the Servicing Standard, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor,
the Master Servicer shall promptly make a Servicing Advance for such costs.


(e)                                  While any REO Property (other than with respect to an REO Property that formerly secured a Non-Serviced Mortgage Loan) is located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (if no Control Termination Event is continuing, with the consent of the Directing
Holder (other than with respect to an Excluded Loan)), a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall
be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the




    	 	-193-	 



    


    

amount on deposit therein is insufficient therefor,
paid by the Master Servicer as a Servicing Advance and if determined to be nonrecoverable, the Master Servicer shall pay out of general
collections in the Collection Account.


(f)                                    Each of the Operating
Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that may be
sustained as a result of an officer’s or employee’s errors or omissions.


(g)                                 With respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Germantown Village Square, neither the Master Servicer
nor the Special Servicer shall permit the related Mortgagor to maintain a “Non-Conforming Policy” (as such term is defined
in the related Loan Agreement) unless a Rating Agency Confirmation has been obtained.


Section 3.08                   Enforcement
of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


(i)                                     provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of
the Mortgagor; or


(ii)                                  provides that
such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with any such
sale or other transfer,


then, for so long as such
Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer (or, with respect to Non-Specially
Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer (in a manner consistent with
the Servicing Standard and subject to the consent of the Special Servicer)), on behalf of the Trustee as the mortgagee of record, shall
(a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments
thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right
to exercise such rights, provided that, (i)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination Event is
continuing, the Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent (or deemed consent
pursuant to Section 6.08)of (x) in the case of the Master Servicer, the Special Servicer and (y) in the case of the Special
Servicer, the Directing Holder, and the Directing Holder’s consent shall be deemed given ten (10) days after receipt (unless earlier
objected to by the Directing Holder) of the Special Servicer’s written analysis and recommendation with respect to such waiver together
with such other information reasonably requested by the Directing Holder and (B) if such Mortgage Loan is not an Excluded Loan, a Control
Termination Event is continuing and no Consultation Termination Event is continuing, the Special Servicer shall consult with the Directing
Holder pursuant to Section 6.08(a) and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater
than $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5%




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of the aggregated Stated Principal Balance
of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans in the same Crossed Mortgage Loan Group (in the case
of a Crossed Underlying Loan) or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one
of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case
may be, prior to consenting to any action, shall obtain a Rating Agency Confirmation from each Rating Agency and Companion Loan Rating
Agency Confirmations with respect to any Serviced Companion Loan Securities, provided, however, that with respect to subclauses (x)
and (y) of this subclause (iii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether an Operating Advisor Consultation Event is continuing), the Special Servicer shall consult with the Operating
Advisor (telephonically or electronically), on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions that it is processing or for which its consent is required and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(a), the Special Servicer shall (if not already provided in accordance with Section 3.25)
deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5
information provider) in accordance with Section 3.25.


If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long
as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, (i) the Special Servicer, with respect
to all Mortgage Loans (other than a Non-Serviced Mortgage Loan and other than as set forth in clause (ii)) or related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether
such conditions have been satisfied, or, (ii) with respect to any Non-Specially Serviced Loan, if such action is not a Major Decision
or a Special Servicer Decision, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with
respect to whether such conditions have been satisfied.


(b)                                 As to each Mortgage Loan
(other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”
clause that by its terms:


(i)                                     provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or
principals of the Mortgagor; or




    	 	-195-	 



    


    

(ii)                                  requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


then, for so long as such
Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer (or, with respect to
Non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer (in a manner
consistent with the Servicing Standard and subject to the consent of the Special Servicer), on behalf of the Trustee as the mortgagee
of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with
the Servicing Standard or (b) waive its right to exercise such rights, provided that (i)(A) if such Mortgage Loan is not an
Excluded Loan and no Control Termination Event is continuing, the Master Servicer or the Special Servicer, as the case may be, shall obtain
the prior written consent (or deemed consent pursuant to Section 6.08) of (x) in the case of the Master Servicer, the Special
Servicer and (y) in the case of the Special Servicer, the Directing Holder, and the Directing Holder’s consent shall be deemed given
ten (10) days after receipt (unless earlier objected to by the Directing Holder) of the Special Servicer’s written analysis and
recommendation with respect to such waiver together with such other information reasonably required by the Directing Holder, (B) if such
Mortgage Loan is not an Excluded Loan, a Control Termination Event is continuing, and no Consultation Termination Event is continuing,
the Special Servicer shall consult with the Directing Holder pursuant to Section 6.08(a) and (C) during the continuance of
an Operating Advisor Consultation Event, the Special Servicer shall consult with the Operating Advisor if and to the extent required pursuant
to Section 6.08(a), (provided that in the case of clause (A), clause (B) and clause (C),
such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request
for consent or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s
written recommendation, which may be in the form of an Asset Status Report, and analysis and all information reasonably requested by the
Directing Holder or the Operating Advisor, as applicable, and reasonably available to the Special Servicer in order to grant or withhold
such consent or conduct such consultation), and (ii) the Special Servicer or the Master Servicer, as applicable, has obtained Rating
Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan
Securities if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans, (B) has an LTV Ratio greater than 85% (including any existing and proposed debt), (C) has
a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien), (D) is one of the ten largest
Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however,
that with respect to subclauses (A), (B), (C) and (D) of this subclause (iii), such Mortgage
Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (other than a Non-Serviced Mortgage Loan) as to the Directing Holder,
regardless of whether an Operating Advisor Consultation Event is continuing, the Special Servicer shall consult with the Operating Advisor
(telephonically or electronically), on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and




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consider alternative actions recommended by
the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with
the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing the related action
shall (if not already provided in accordance with Section 3.25) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25.


To the extent permitted by
the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs
of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related action shall
use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such
costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee
subject to satisfaction of certain conditions in the related Mortgage Loan documents and subject to which there is no lender discretion
required, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the Special Servicer,
with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan and other than as set forth in clause (ii)), and
(ii) the Master Servicer with respect to Non-Specially Serviced Loans not involving a Major Decision or a Special Servicer Decision on
behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


(c)                                  Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect
to such Mortgaged Property.


(d)                                 Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or
(b) and shall forward thereto a copy of such agreement.




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(e)                                  Notwithstanding any other
provision of this Agreement, the Special Servicer may not waive its rights or grant its consent (or consent to the Master Servicer taking
any such action) under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without
((i) if no Control Termination Event is continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing
Holder (or (i) during a Control Termination Event, but while no Consultation Termination Event is continuing, and (ii) other than with
respect to any Excluded Loan, upon consultation with the Directing Holder pursuant to Section 6.08). The Directing Holder
will have ten (10) days after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation and
analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Holder may
reasonably request from the Special Servicer of a proposed waiver or consent under any “due-on-sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Holder in writing within such period, then the Directing Holder shall be deemed to have consented to such proposed
waiver or consent).


(f)                                     With respect to any Mortgagor request or other action on a Non-Specially Serviced Loan for matters that are Major Decisions or
Special Servicer Decisions, if the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such
Major Decision or Special Servicer Decision, the Master Servicer shall not agree to such Major Decision or Special Servicer Decision without
the prior written consent of the Special Servicer and, as applicable, the Directing Holder (which consent or deemed consent shall be obtained
by the Special Servicer). In connection with such consent, if the Master Servicer is processing such Major Decision or Special Servicer
Decision, the Master Servicer shall promptly provide the Special Servicer with written notice of any request for such Major Decision or
Special Servicer Decision, along with the Master Servicer’s written recommendation and analysis, and all information in the Master
Servicer’s possession that may be reasonably requested by the Special Servicer in order to grant or withhold such consent; provided
that in the event that the Special Servicer does not respond within ten (10) days after receipt of such written notice and all such reasonably
requested information, plus the time period provided to any Serviced Companion Noteholder under a related Intercreditor Agreement, the
Special Servicer’s consent to such Major Decision or Special Servicer Decision shall be deemed granted.


(g)                                 Notwithstanding the foregoing
provisions of this Section 3.08, if the Special Servicer makes a determination under Sections 3.08(a) or
3.08(b) that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to
assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers
may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided
that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield
pursuant to Treasury Regulations Section 1.1001-3(e)(2).


(h)                                 Notwithstanding any other provision of this Section 3.08, without any other approval or consent, the Master Servicer
(for Mortgage Loans and Serviced Whole Loans other than Specially Serviced Loans) may grant and process a Mortgagor’s request for
(i) consent to subject the related Mortgaged Property to an immaterial easement, a right of way or similar agreement for utilities, access,
parking, public improvements or another purpose, (ii) consent to




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subordination of the related Mortgage Loan
or Serviced Whole Loan to such easement, right of way or similar agreement and (iii) consent to any other matter that is not a Major Decision
or a Special Servicer Decision; provided that the Master Servicer (a) has determined in accordance with the Servicing Standard
that such easement, right of way or similar agreement or other matter will not materially and adversely affect the operation or value
of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (b) has determined that such easement, right
of way or similar agreement or other matter will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding. The Master Servicer may rely on an Opinion of Counsel in making any such determination under clause (b) above.


Section 3.09                   Realization Upon Defaulted Loans and Companion Loans. (a)  Upon
an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master
Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such
notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09
and Section 3.24, subject to the Directing Holder’s rights pursuant to Section 6.08, and any Companion Holder
or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise acquire title to the related Mortgaged Property or otherwise comparably convert (which may include
an REO Acquisition) the ownership of property securing any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion
Loan(s), if any, as come into and continue in payment default or material non-monetary default as to which no satisfactory arrangements
(including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust
Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property
suffers damage from an Uninsured Cause, the Master Servicer or the Special Servicer is not required to make a Servicing Advance and expend
funds toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer
or Special Servicer for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by
the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or
expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall
be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property
at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer
or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results
of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard.
If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value
of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at
foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed
with respect to such




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property by an Independent MAI-designated
appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


(b)                                 The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


(i)                                     such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by
the Special Servicer; or


(ii)                                  the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion Loan)
will not cause an Adverse REMIC Event.


(c)                                  Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders
and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent
Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or
other action, that:


(i)                                    such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the
related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, such Companion Holders constituted
a single lender (taking into account the pari passu or subordinate nature of any related Companion Loan), to take such actions
as are necessary to bring such Mortgaged Property in compliance with such laws, and


(ii)                                  there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal,
state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after
consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to
any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, such Companion
Holders constituted a single lender (taking into account the pari passu or subordinate nature of any related Companion Loan), to
take such actions with respect to the affected Mortgaged Property.




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The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as
a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case
of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,
except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially
Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced
Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by
which any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental Insurance Policy in effect and obtained on behalf of the mortgagee to receive the
maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


(d)                       If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,
and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 6
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as
it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized, with the consent of the Directing Holder pursuant to Section 6.08(a) ((A) if no Control Termination Event
is continuing and (B) other than with respect to any Excluded Loan) at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of
greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the
Special Servicer shall notify the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder
(while no Consultation Termination Event is continuing and other than with respect to any Excluded Loan), in writing of its intention
to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall post such notice
of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant
to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Holder as required above, the
Holders of Certificates entitled to a majority of the Voting Rights consent or have been deemed to have consented to such release within
thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure
to respond by the end of such 30-day period being deemed consent of the Holders




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of the Certificates). To the extent any fee
charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is
to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee
from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


(e)                                  The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Holder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions
taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which
the environmental testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both
such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property.


(f)                                    The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall
report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master
Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


(g)                                 The Special Servicer may determine, in accordance with the Servicing Standard, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and if applicable,
the related Companion Loan) permit such an action.


(h)                                 The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Holder (other than with respect to any Excluded
Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


Section 3.10                    Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon
the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special
Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be




    	 	-202-	 



    


    

in the form of a Request for Release signed
by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master
Servicer to enable such deposit, have been or will be so deposited. Within three (3) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such
notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case
may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related
Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


(b)                                 From time to time as
is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and any related Companion
Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to
the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer, as the case may
be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that
all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account
(including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will
be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian
to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released upon termination
of the Trust.


(c)                                  Within three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note
or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings
are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. The Trustee is not required to review
such documents for their sufficiency or enforceability.


With respect to each Servicing
Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor Agreement and
the related Non-




    	 	-203-	 



    


    

Serviced PSA, and as appropriate for enforcing
the terms of such Servicing Shift Whole Loan, as applicable, the related Non-Serviced Master Servicer requests delivery to it of the original
Mortgage Note, then the Custodian shall release or cause the release of such original Mortgage Note to the related Non-Serviced Master
Servicer or its designee.


(d)                                 If, from time to time,
pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA, and as appropriate
for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery to it
of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of such original
Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11                   Servicing Compensation. (a)  As compensation for its activities
hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan
and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and
any Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage
Loan, Serviced Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner
as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Serviced Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of
a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding such
Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur.
The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion
Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer
shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of
related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as
recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences, the third
paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the
right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master
Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to each Serviced
Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced
Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


The Master Servicer is entitled
to retain, and is not required to deposit in the Collection Account pursuant to Section 3.04(a), additional servicing compensation
(other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent




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collected from the related Mortgagor: (i) (x) 100%
of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans (other than any Specially
Serviced Loans) and any related Serviced Companion Loans, to the extent not prohibited by the related Intercreditor Agreement; provided
that such transactions are Master Servicer Decisions; and, provided, further, that the Master Servicer shall receive 0%
of any COVID Modification Fees; (ii) 100% of all assumption application fees and other similar items received on any Mortgage Loans solely
to the extent the Master Servicer is processing the underlying transaction (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required); (iii) 100% of
any fee actually paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Serviced Companion Loan (provided that 50% of the portion of any Excess Modification Fee or waiver fee payable solely
in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction with respect to
a Non-Specially Serviced Loan for which the consent, processing or approval of the Special Servicer is required under clause (xiii)
of the definition of “Major Decision” (and specifically excluding any defeasance fees), must be paid by the Master Servicer
to the Special Servicer); (iv) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application
fees and defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with
this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement); provided that such transactions qualify as Master Servicer Decisions; (v) 50% of all Excess Modification
Fees and assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application and defeasance fees),
pursuant to Section 3.08 and Section 3.18 on any Mortgage Loan (other than a Specially Serviced Loan) (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement); provided that such transaction
qualifies as a Major Decision or Special Servicer Decision; (vi) 100% of charges by the Master Servicer collected for checks returned
for insufficient funds related to accounts held by the Master Servicer and (vii) 100% of charges for beneficiary statements or demands
actually paid by the related borrowers to the extent such beneficiary statements or demands were prepared by the Master Servicer. In addition,
the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced Mortgage
Loan) any charges for processing Mortgagor requests, beneficiary statements or demands, fees in connection with defeasance, if any, and
other customary charges, and amounts collected for checks returned for insufficient funds, in each case only to the extent actually paid
by the related Mortgagor and is not required to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant
to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d), the Master Servicer
shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d),
(ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution
Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable
law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess
and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu




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Companion Loan, during the related Collection
Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due
and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to
Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees
in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan documents and are
actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division
of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing
Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who
requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such
assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.
The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and
to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of Midland Loan Services, a Division of PNC Bank, National Association hereunder (subject to reduction pursuant to the preceding sentence).


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer may reduce or elect
not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to
charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. 
For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee
and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.


(b)                                 As compensation for its
activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced
Loan and Serviced REO Loan. As to each Specially Serviced Loan and Serviced REO Loan, the Special Servicing Fee shall accrue from time
to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or Serviced REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially




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Serviced Loans or Serviced REO Loans, as the
case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment
due on such Specially Serviced Loan or deemed to be due on such Serviced REO Loan is computed. The Special Servicing Fee with respect
to any Specially Serviced Loan or Serviced REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a).
The right to directly receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Special Servicer’s responsibilities and obligations under this Agreement. Nothing herein is intended to limit the
Special Servicer’s right to enter into a fee sharing agreement with the Directing Certificateholder or any other party. The Special
Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


(c)                                  Additional servicing compensation in the form of (i) (A) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans and 100% of any COVID Modification Fees, (B) 50% of Excess Modification Fees
related to modifications, waivers, extensions or amendments of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and Serviced
Companion Loans that are not Specially Serviced Loans; provided that such transaction qualifies as a Major Decision or Special
Servicer Decision, and (C) 0% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans; provided that
such transaction qualifies as a Master Servicer Decision and is not a COVID Modification, (ii) 100% of all assumption application fees
and other similar items received with respect to Mortgage Loans for which the Special Servicer is processing the underlying assumption
related transaction, (iii) 50% of any Excess Modification Fees or waiver fees payable solely in connection with any modification, waiver,
amendment or consent executed in connection with a defeasance transaction with respect to Non-Specially Serviced Mortgage Loans for which
the consent, processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees); provided
that such transaction qualifies as a Major Decision or Special Servicer Decision, (iv) 100% of all assumption, waiver, consent and earnout
fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on
the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor, (v) (A) 50% of all waiver fees, assumption fees,
consent fees pursuant to Section 3.08 or Section 3.18 and earnout fees received in each case with respect to all
Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (excluding
any Non-Serviced Mortgage Loan) that are not Specially Serviced Loans; provided that such transaction qualifies as a Major Decision
or Special Servicer Decision and (B) 0% of all assumption fees, consent fees and earnout fees received with respect to al Mortgage Loans
(including the Serviced Companion Loan(s), to the extent not prohibited by the related Intercreditor Agreement) (excluding any Non-Serviced
Mortgage Loan) that are not Specially Serviced Loans; provided that such transaction qualifies as a Master Servicer Decision, (vi)
100% of charges by the Special Servicer collected for checks returned or insufficient funds relating to the accounts held by the Special
Servicer, and (vii) 100% of charges for beneficiary statements or demands actually paid by the related borrowers to the extent such beneficiary
statements or demands were prepared by the Special Servicer, shall be promptly paid to the Special Servicer by the Master Servicer (or
directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and are not required to be deposited




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in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of:
(i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating
to the Trust Fund in the REO Account and the Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall also be entitled
to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable review fees in connection
with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage Loan documents, and only to the
extent actually paid by the related Mortgagor. The Special Servicer shall also be entitled to additional servicing compensation in the
form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected
Loan; provided, however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan
in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that if the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less
than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including
any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to
the preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount
equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease
to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and
when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect
to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior
to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes
a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable
on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the
event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing,
but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor
had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result
of the Mortgagor making such three consecutive timely Periodic Payments except the Workout Fees will no longer be payable if the Corrected
Loan subsequently becomes a Specially Serviced Loan. The successor special servicer shall not be entitled to any portion of such Workout
Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable
with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced
Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject
to




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the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however,
Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and
Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to
proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and
Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein
as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees
in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained
by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable
directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


(d)                                 In determining the compensation
of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate
Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan since the prior
Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for
interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced Mortgage
Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced
Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the applicable
Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such Distribution Date,
(ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi)
(and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing advances reimbursed by
such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not
prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan,
if applicable and (iii) the Trust for all additional expenses of the Trust (including Special Servicing Fees, Workout Fees and
Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing
Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be
payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master
Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan,
and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially
Serviced Loan or REO Loan. Any Penalty Charges paid or




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payable as additional servicing compensation
to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro
rata basis, based on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation described
in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant
to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust
in accordance with this Section 3.11(d). The Master Servicer may not waive any fee or compensation due to the Special Servicer
without the Special Servicer’s consent. The Special Servicer may not waive any fee or compensation due to the Master Servicer without
the Master Servicer’s consent.


If a Servicing Shift Whole
Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer shall service
and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or
Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as Special
Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole
Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the
Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer were being
terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing
the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


If a Servicing Shift Whole
Loan is being specially serviced on the Servicing Shift Securitization Date, the Special Servicer shall be entitled to compensation for
the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of any liquidation or workout
fees and any additional servicing compensation as well as all surviving indemnity and other rights in respect of such special servicing
role under this Agreement.


(e)                                  With respect to each
Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two (2) Business Days following
the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate Administrator, without
charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor Reporting Package for such Distribution
Date, an electronic report (which may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format
as mutually agreeable between the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing
of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution
Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


(f)                                    The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any




    	 	-210-	 



    


    

guarantor or indemnitor in respect of a Mortgage
Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under this Agreement,
other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply to Permitted
Special Servicer/Affiliate Fees.


(g)                                 Pursuant to the CREFC®
License Agreement, CREFC® shall be paid (according to the payment instructions set forth on Exhibit JJ
or such other payment instructions as CREFC® may provide to the Master Servicer in writing at least two Business Days
prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property Royalty License Fee on a monthly basis.
The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit therein, pay the CREFC®
Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii) on a monthly
basis, from funds on deposit in the Collection Account.


Section 3.12                   Inspections; Collection of Financial Statements. (a)  The
Master Servicer (at its own expense) (or, with respect to a Specially Serviced Loan and REO Properties, the Special Servicer) shall perform,
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced
PSA) with a Stated Principal Balance of (i) $3,000,000 or more at least once every twelve (12) months and (ii) less than $3,000,000
at least once every twenty-four (24) months, in each case, commencing in the calendar year 2024 (and each Mortgaged Property shall be
inspected on or prior to December 31, 2024); provided, however, that if a physical inspection has been performed by the
Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property
since such physical inspection, the Master Servicer is not required to perform or cause to be performed, such physical inspection; provided,
further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially
Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection
by the Special Servicer pursuant to the immediately preceding sentence shall be, to the extent not paid by the related Mortgagor, reimbursed
first from Default Interest and late charges constituting additional compensation of the Special Servicer on the related Mortgage Loan
(but with respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement)
and then from the Collection Account, as an expense of the Trust, pursuant to Section 3.05(a)(ii), provided that, with
respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to an
AB Whole Loan, first, from the related Subordinate Companion Loan(s) and then, from any related Mortgage Loan (and any Pari
Passu Companion Loan(s), on a pro rata basis) (provided that, with respect to any Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Subordinate Companion Loan(s)), in each case, prior
to being payable out of general




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collections. The Special Servicer or the Master
Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection (A) detailing the condition of
and any damage to the Mortgaged Property to the extent evident from the inspection, (B) specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse
change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the preparer of such report deems material and (iv) any material waste committed on the Mortgaged Property of which the
preparer of such report has knowledge or that is evident from the inspection, and (C) including photographs of each inspected Mortgaged
Property. The Special Servicer and the Master Servicer shall each deliver a copy (in electronic format) of each such report prepared by
it to the other party, to the Directing Holder ((i) if no Control Termination Event is continuing and (ii) other than with respect
to any Excluded Loan), to the Certificate Administrator (for posting to the Certificate Administrator’s Website for review by Privileged
Persons) and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the
Special Servicer’s or the Master Servicer’s, as applicable, receipt of such report. Within five (5) Business Days after request
for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in
electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website. Other than with respect to an Excluded Loan and if no Consultation
Termination Event is continuing, the Master Servicer shall deliver or make available a copy of each such report to the Directing Holder
and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further
notice).


(b)                                 The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make efforts consistent with the Servicing Standard to collect promptly (and in connection with the reports described
in the following paragraph, review) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets
and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not
delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required
to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant
to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. Upon request, the Master Servicer shall deliver
to the Special Servicer all such operating statements, financial statements, budgets, rent rolls and other similar items collected by
the Master Servicer with respect to any Mortgage Loan. The Master Servicer and the Special Servicer are not required to request such operating
statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the
Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special
Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall deliver
copies of all the foregoing items so collected to the Certificate Administrator, in electronic format, in each case within sixty (60)
days of its receipt thereof, but in no event, in the case of annual statements, later




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than June 30 of each year commencing June
30, 2023. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the
Special Servicer, as applicable, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate
Administrator’s Website. The Master Servicer or the Special Servicer, as applicable, shall deliver, upon request of any NRSRO, copies
of any or all of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)
who shall post such items to the 17g-5 Information Provider’s Website.


In addition, the Master Servicer
(with respect to Non-Specially Serviced Loans and Non-Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with
respect to each Mortgaged Property and REO Property:


(i)                                     Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing following the receipt of such
quarterly operating statement for the quarter ending March 31, 2023, a CREFC® Operating Statement Analysis Report (but
only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver, or otherwise agrees
to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided,
however, that any analysis or report with respect to the first calendar quarter of each year is not required to the extent provided
in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC®
guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged
Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC®
Servicer Watch List). The Master Servicer (other than with respect to Specially Serviced Loans and REO Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Loans), as applicable, shall deliver or make available copies (in the case of the Special
Servicer, solely to the Master Servicer) (in electronic format) of each CREFC® Operating Statement Analysis Report and,
upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Operating Advisor and, upon request, each related Companion Holder (or in the case of the Special
Servicer, deliver to the Master Servicer) (with respect to any Serviced Companion Loan) by electronic means.


(ii)                                  Within forty-five
(45) days after receipt of any annual operating statement or rent rolls for each calendar year commencing following the receipt of such
annual operating statement for the calendar year ending December 31, 2022, a CREFC® NOI Adjustment Worksheet (but
only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise
agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating
income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status
Report. The Master Servicer (other than with respect to Specially Serviced Loans and REO Loans) or the Special Servicer (with respect
to Specially Serviced Loans and REO Loans) shall deliver or make available copies (in the case of the Special Servicer, solely to the
Master Servicer) (in electronic format) each CREFC® NOI Adjustment Worksheet and, upon request, the related




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operating statements or rent rolls (in
each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Operating
Advisor and each related Companion Holder (or in the case of the Special Servicer, deliver to the Master Servicer) (with respect to any
Serviced Companion Loan) by electronic means upon request.


(c)                                  At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, if no Consultation Termination Event is continuing, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding, for
the Directing Holder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information
required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding
such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce
the following supplemental CREFC® reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a
CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) solely with respect to Specially
Serviced Loans and REO Properties (other than a Non-Serviced Mortgaged Property), a CREFC® NOI Adjustment Worksheet
and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating
statements and rent rolls submitted by the Mortgagor.


(d)                                 Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning December 2022, the Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date
beginning December 2022, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior
to the Distribution Date beginning in December 2022, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator
via electronic format the CREFC® Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal
Reduction Amount Template. In no event shall any report described in this




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subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer,
as of the close of business on the Business Day prior to the Business Day on which the report is due.


Not later than 5:00 p.m.
(New York City time) two (2) calendar days following each Distribution Date (provided that if the second calendar day is not a Business
Day, then the immediately succeeding Business Day) beginning December 2022, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer will have no obligation
to prepare or deliver any such CREFC® Schedule AL File unless the Depositor has delivered the items required by Section 2.01(i).
If the CREFC® Schedule AL File is not provided by 5:00 p.m. (New York City time) on the Master Servicer Remittance
Date, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via e-mail at NoticeAdmin@midlandls.com,
with a copy to the Depositor at compliance@3650REIT.com. In preparing the CREFC® Schedule AL File and any Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer may conclusively
rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and
1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule
AL File, any Initial Schedule AL Additional File and Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the
Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be a single file.
Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC® Schedule AL
Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such
CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator is not required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or any Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the
contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


In the absence of manifest
error, the Master Servicer may conclusively rely upon, without investigation or inquiry, any information and reports delivered to it by
any third party, and the Certificate Administrator may conclusively rely upon the Master Servicer’s reports and the Special Servicer’s
reports and any information provided by the Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts
and other information stated therein.


(e)                                  The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(b). The Master Servicer may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer
pursuant to Section 3.12(b). In the case of information or reports to be furnished by the Master Servicer to the




    	 	-215-	 



    


    

Certificate Administrator pursuant to Section 3.12(b),
to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant
to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by
the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer will have no obligation
to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from
the Special Servicer, and the Master Servicer will not be in default hereunder due to a delay in providing the reports required by Section 3.12(b)
caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b)
or Section 3.12(c).


(f)                                    Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to
the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may
disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it
deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)                                 Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, if no Consultation Termination Event is continuing, the Directing Holder, making such statement,
report or information available on the Master Servicer’s or the Special Servicer’s Internet website, unless this Agreement
expressly specifies a particular method of delivery.


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master
Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy
of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall
follow upon the correction of such system problems.


Section 3.13                   Access to Certain Information. (a)  Each of the Master Servicer
and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall
afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the
FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of
such boards and such corporations, and any other federal or state banking




    	 	-216-	 



    


    

or insurance regulatory authority that may
exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or
information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion
of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the
election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate
Administrator shall be permitted to require payment (other than from the Directing Holder (if no Consultation Termination Event is continuing)
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient
to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the
preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator or the Custodian.


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which
it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information
provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information
on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of
a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold
access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by
applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege.
Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose
any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to
the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent
with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting
the generality of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably
determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


Upon the reasonable request
of any Certificateholder or Certificate Owner (or with respect to any Subordinate Companion Loan, the holder of such Subordinate Companion
Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, as applicable, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, may
provide (or forward




    	 	-217-	 



    


    

electronically) at the expense of such Certificateholder
or holder of such Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial
statements (in each case, solely relating to the related Serviced AB Whole Loan, if requested by the holder of a Subordinate Companion
Loan) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request,
the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that
such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance
and evaluating any continuing rights the Certificateholder or holder of such Subordinate Companion Loan, as applicable, may have under
this Agreement. In addition, upon the reasonable request of any Controlling Class Certificateholder identified to the Master Servicer
(in the case of a Non-Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s
or the Special Servicer’s reasonable satisfaction and if the requested information is in the Master Servicer’s or the Special
Servicer’s possession, the Master Servicer or the Special Servicer, as applicable, shall provide or make available (or forward electronically)
to such Controlling Class Certificateholder (at the expense of such Controlling Class Certificateholder) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder
through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling
Class Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder;
provided that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, generally
to the effect that such Person is a Controlling Class Certificateholder, will keep such Excluded Information confidential and is
not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master Servicer and
the Special Servicer may conclusively rely on delivery from a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1E that such Controlling Class Certificateholder is not an Excluded Controlling Class Holder
with respect to a particular Mortgage Loan.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder or
beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.




    	 	-218-	 



    


    

(b)                                 The Certificate Administrator
shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase
Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general public) via the Certificate
Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate
Administrator in electronic format:


(i)                                     The following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)                 the Prospectus and
any other disclosure document relating to the Registered 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,
any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date and any related amendments and exhibits;


(C)                   the Mortgage Loan
Purchase Agreements and any related amendments and exhibits; and


(D)                  the CREFC®
Loan Setup File (with respect to the initial Distribution Date) provided by the Master Servicer to the Certificate Administrator;


(ii)                                  the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)                 any reports on Forms 10-D,
10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR system;
and


(B)                   any notice delivered
to the Certificate Administrator by the Depositor pursuant to Section 11.07 relating to the filing of a Form 8-K/A;


(iii)                               The following
documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)                 all Distribution
Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


(B)                   the CREFC®
Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Financial File, the CREFC®
Collateral Summary File, the CREFC® Property File, each of the “surveillance reports” identified as
such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance
Recovery Report to the




    	 	-219-	 



    


    

extent delivered by the Master Servicer
pursuant to this Agreement from time to time; and


(C)                   the CREFC® Appraisal Reduction Amount Template;


(iv)                              The following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)                summaries of Final
Asset Status Reports or, prior to a Control Appraisal Period summaries of Asset Status Reports approved by the holder of the related
Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


(B)                   any Third Party
Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;


(C)                   any documents provided
to the Certificate Administrator by the Master Servicer, the Special Servicer or the Depositor directing the Certificate Administrator
to post to the “additional documents” tab;


(D)                  any notice of the
determination of an Appraisal Reduction Amount Collateral Deficiency Amount with respect to any Mortgage Loan, including the related
CREFC® appraisal reduction template;


(E)                    all property inspection
reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and


(F)                    all Operating Advisor
Annual Reports;


(v)                                 The following
documents, which will initially be made available under a tab or heading designated “special notices”:


(A)                 any notice with
respect to a release pursuant to Section 3.09(d);


(B)                   any notice regarding
a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


(C)                   any notice of final
payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


(D)                  any notice of the
occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01
or notice of any resignation of the Master Servicer or the Special Servicer delivered pursuant to Section 6.05;




    	 	-220-	 



    


    

(E)                    any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders pursuant to Article XII;


(F)                    any Asset Review Report Summary received by the Certificate Administrator;


(G)                   any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


(H)                  any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)                       any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(J)                      any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


(K)                  any notice of termination pursuant to Section 9.01;


(L)                    any notice of resignation
or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the
successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03,
respectively;


(M)               any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


(N)                  any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


(O)                  any notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a
Consultation Termination Event has occurred or is terminated;


(P)                    any notice of the occurrence of an Operating Advisor Termination Event;


(Q)                  any notice of the occurrence of an Asset Representations Reviewer Termination Event;




    	 	-221-	 



    


    

(R)                   any assessments of compliance delivered to the Certificate Administrator;


(S)                    any attestation reports delivered to the Certificate Administrator;


(T)                   any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


(U)                  any notice or document provided to the Certificate Administrator by the Master Servicer or the Depositor directing the Certificate
Administrator to post the same as a “special notice”;


(V)                   any Proposed Course of Action Notice;


(vi)                              the “Investor Q&A Forum” pursuant to Section 4.06(a);


(vii)                           solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.06(b);
and


(viii)                        the “U.S. Risk Retention Special Notices” tab;


provided that with
respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded
Loan, the Certificate Administrator shall only make available such notice of the occurrence of a Control Termination Event or of the occurrence
of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clause
(viii) above, provide e-mail notification to any Privileged Person (other than Financial Market Publishers) that has registered to
receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special
Notices” tab.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans
available through its Internet website.


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the related Excluded Controlling Class Loan(s)).




    	 	-222-	 



    


    

Any Person that is a Borrower
Party will only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general
public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s
Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder, if any such Person becomes an
Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee in physical form of an investor certification substantially in the forms of Exhibit P-1D and Exhibit
P-1B and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form
of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.


In the case of a Directing
Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an Investor
Certification substantially in the form of Exhibit P-1B, the Certificate Administrator shall grant such Directing Holder or Controlling
Class Certificateholder access to all information on the Certificate Administrator’s Website. The Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in
the form of Exhibit P-1B from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder and (ii) an Investor Certification in the form of Exhibit P-1D from the Directing
Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with
respect to one or more Excluded Controlling Class Loan(s). If the Directing Holder or a Controlling Class Certificateholder
becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that
such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) and/or Excluded
Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F
listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator
to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the
extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded
Controlling Class Holder shall submit a new Investor Certification substantially in the form of Exhibit P-1E to access the
information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled
to access any Excluded Information related to any Excluded Controlling Class Loan(s) and/or Excluded Loan(s) (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Controlling Class Loan(s)) and/or Excluded Loan(s) made available on the Certificate Administrator’s Website.
With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer,
the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery
to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such
Excluded




    	 	-223-	 



    


    

Information (and, if possible, on loan-by-loan
basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall
conclusively assume that the Directing Holder and all beneficial owners of the Certificates of the Controlling Class are not Excluded
Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator, as applicable, has received a notice substantially in the form of Exhibit P-1E from the Directing Holder or a Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Holder or a Controlling
Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded
Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or,
with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.30.


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall conclusively rely on delivery from the Directing Holder
or a Controlling Class Certificateholder of an Investor Certification substantially in the form of Exhibit P-1B that it is
not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Holder or a Controlling Class Certificateholder
receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed
that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any
related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Holder or Controlling Class Certificateholder
or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website or its filing of such information, including, but not limited to, filing via EDGAR, and assumes no responsibility
therefor, other than with respect to such reports, documents or other information prepared by the Certificate Administrator. In addition,
the Certificate Administrator may disclaim responsibility for any information distributed by it or filed by it, as applicable, for which
it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator is not liable for any disclosure
of information relating to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report
or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate




    	 	-224-	 



    


    

Administrator’s Website and not properly
identified as relating to any Excluded Controlling Class Loan.


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator is not liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


(c)                                  The 17g-5 Information
Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it
(in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically
with a subject reference of “3650R 2022-PF2” and an identification of the type of information being provided in the body
of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery
method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)                                     any notices of waivers under Section 3.08(d);


(ii)                                  any Asset Status Report delivered by the Special Servicer under Section 3.19(d);


(iii)                               any notice of final payment on the Certificates;


(iv)                              any environmental reports delivered by the Special Servicer under Section 3.09(e);


(v)                                 any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)                              any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;


(vii)                           any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)                        any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating
Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


(ix)                                copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)                                   any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);




    	 	-225-	 



    


    

(xi)                                any notice
of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee
or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)                             any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xiii)                          any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


(xiv)                         any notice
of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)                            any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


(xvi)                         any Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)                      any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion Loan,
the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor
Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication
was held pursuant to Section 3.13(f);


(xviii)                   any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g);
Section 11.09 or Section 11.10; and


(xix)                           any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will
be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time; provided,
however, that any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. If any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may
remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual




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knowledge of any information merely by posting
such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent
such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
(which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a 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 prior to 2:00 p.m., New York City time, on such Business Day, or if received
after 2:00 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 (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “3650R
2022-PF2” in the subject line).


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5
Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available only to
the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c). Such information
shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information Provider as mutually agreed.
The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-close Information or any other
information on the 17g-5 Information Provider’s Website to any designee or third party.


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


The 17g-5 Information
Provider shall provide a mechanism to 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 notify any party that delivers information to the 17g-5 Information
Provider under this Agreement that such notification was received and that it has been posted.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “3650R 2022-PF2” and an identification of
the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice
to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


(d)                                 Certain information concerning
the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and supplemental notices
with




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respect to such Distribution Date Statements
and CREFC® reports) shall be provided by the Certificate Administrator to third parties (including Bloomberg Financial
Markets, L.P., Thomson Reuters Corporation, Trepp, LLC, Intex Solutions, Inc., CMBS.com, Inc., Moody’s Analytics, BlackRock Financial
Management Inc., RealINSIGHT and KBRA Analytics, LLC) with the consent of the Depositor, and providing such information shall not constitute
a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third parties upon receipt
of a certificate in the form of Exhibit P-3, which certification may be submitted electronically via the Certificate Administrator’s
Website.


(e)                                  Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor
Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”)
(only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent
doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information,
including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. Each of the Master
Servicer and the Special Servicer may (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate
in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies,
enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or the Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master
Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the
acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such
information. In connection with providing access to or copies of the information described in this Section 3.13(e) to current
or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable,
shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such
Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of
any Certificate or interest therein (provided that such other Person confirms in writing such Ownership Interest or prospective
Ownership Interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates
or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except
that such Certificateholder may provide such




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information to its auditors, legal counsel
and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder,
the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the
completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13
unless such information was produced by the Master Servicer or the Special Servicer, as applicable.


(f)                                    The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate with
the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans, the related Mortgaged
Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement; provided
that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5
Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c) the same
day such communication takes place; provided, further, that the summary of such oral communications shall not identify which Rating
Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information Provider’s
Website in accordance with the procedures set forth in Section 3.13(c).


In connection with the delivery
by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report, notice or
document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer, as applicable, of when such information, report, notice or document has been posted to the 17g-5 Information
Provider’s Website. The Master Servicer or the Special Servicer, as applicable, may, but is not obligated to, send such information,
report, notice or other document to the applicable Rating Agency or Rating Agencies 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.


(g)                                 Without limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall
deliver to the Operating Advisor (which may be via e-mail), prior to an Operating Advisor Consultation Event, Final Asset Status Reports
and approved or deemed approved Major Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating
Advisor Consultation Event, Asset Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject to
the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor such reports and other information produced
or otherwise made available by the Special Servicer to the Directing Holder (unless no Operating Advisor Consultation Event is continuing,
any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor
in support of the performance of its obligations under this Agreement in electronic format.




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(h)                                 None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating
Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special
or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating
Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided
that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not
provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such
information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s
Website; or (z) such Rating Agency has confirmed in writing to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for
any Class of Certificates; provided, however, that the Rating Agencies 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 such Rating Agency is subject) or comprised of
information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 Information
Provider’s Website that such Rating Agency has access to).


(i)                                     The costs and expenses of compliance with this Section 3.13 by any party to this Agreement shall be borne by such party
and are not additional expenses of the Trust.


Section 3.14                   Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired directly or indirectly
through a single member limited liability company established for such purpose (and thus becomes REO Property), the deed or certificate
of sale must be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing
procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf
of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan
is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related
Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the
Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes
of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty
(60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable
REMIC Provisions) and such qualifying extension is granted or is not denied (an “REO Extension”) by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed
to the Trustee and the Certificate Administrator, to the effect




    	 	-230-	 



    


    

that the holding by the Lower-Tier REMIC of
such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an
Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion
of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


(b)                                 The Special Servicer
shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and
general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion Holder(s), as
applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues
and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit,
or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified funds, all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account or the
Loss of Value Reserve Fund may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change thereof.


(c)                                  The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO
Property. On the later of the date that is (x) on or prior to each Determination Date (or, with respect to a Serviced Companion Loan,
on the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and
properly identified, the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall deposit into
the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each
REO Property during the one-month period ending on such Determination Date, net of (i) any withdrawals made out of such amounts pursuant
to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however,
that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may
be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related
expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c)
(or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer
shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account,
as applicable,




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on such date. The Master Servicer shall apply
all such amounts as instructed by the Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each
Serviced Whole Loan Remittance Date) for the related Distribution Date.


(d)                                 The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section 3.15                    Management of REO Property. (a)  If title to any REO Property
is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged
Property) for the benefit of the Certificateholders and the related Companion Holders, as applicable, and the Trustee (as holder of the
Lower-Tier Regular Interests or the Loan REMIC Regular Interests, as applicable) solely for the purpose of its timely disposition and
sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject
to the foregoing, however, the Special Servicer has full power and authority to do any and all things in connection therewith as are in
the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion
Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests or the Loan REMIC Regular Interests, as applicable) all as a
collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined
by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary
herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject
to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced
Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it
determines that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s)
on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection
therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days
following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect to each REO
Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to
such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without
limitation:


(i)                                     all insurance
premiums due and payable in respect of such REO Property;


(ii)                                  all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)                               any ground rents in respect of such REO Property, if applicable; and


(iv)                              all costs and expenses necessary to maintain and lease such REO Property.




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To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance
with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes
unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate
Administrator and the Directing Holder (with respect to the Directing Holder, other than with respect to an Excluded Loan, and if no Consultation
Termination Event is continuing)) such advances would, if made, constitute Nonrecoverable Servicing Advances.


(b)                                 Without limiting the
generality of the foregoing, the Special Servicer shall not:


(i)                                     permit the
Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to
any income that does not constitute Rents from Real Property;


(ii)                                  permit any
amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)                               authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if
more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan, if
applicable, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)                              Directly Operate,
or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than ninety (90)
days after its acquisition date;


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that
such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel. The Special Servicer shall cause any Mortgaged Property acquired as an REO Property to be operated
and managed in a manner that would, in its good faith and reasonable judgment and to the extent commercially feasible, maximize the Trust’s
net after-tax proceeds from such property.


(c)                                  The Special Servicer
shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of the acquisition
date thereof, provided that:


(i)                                     the terms and
conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;




    	 	-233-	 



    


    

(ii)                                  the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


(iii)                               any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special
Servicer upon receipt;


(iv)                              none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


(v)                                 the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer may
enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for
indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification.


(d)                                 When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a
statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the
tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance
with Sections 3.15(a) and 3.15(b).


Section 3.16                   Sale of Defaulted Loans and REO Properties. (a) (i)
Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but is not required
to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted
Loan in accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as
soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer
may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,
in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard; provided
that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment
to its fair value determination.


(ii)                                  If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required




    	 	-234-	 



    


    

pursuant to the terms of the related
Intercreditor Agreement, then the Special Servicer shall promptly notify in writing the Master Servicer, any related Companion Holder
and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement in accordance with the
terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, will, notwithstanding anything in
this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating thereto
as and to the extent set forth in the related Intercreditor Agreement.


(iii)                               If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised
the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to any Person any
Specially Serviced Loan (to the extent consistent with any related Intercreditor Agreement and Section 3.16(d)) or may offer
to purchase any Specially Serviced Loan, if and when the Special Servicer determines, consistent with the Servicing Standard, that such
a sale would be in the best economic interests of the Certificateholders or, if applicable, the Certificateholders and the Serviced Companion
Noteholder(s) (as a collective whole as if the Trust and the Serviced Companion Loan Noteholder(s) constituted a single lender), on a
net present value basis. In the case of any Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion
Loan by the applicable Non-Serviced Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer will be entitled to
sell (with the consent of the Directing Certificateholder pursuant to Section 6.08(a), if no Control Termination Event is
continuing and other than in respect of an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing
Standard that such action would be in the best interests of the Certificateholders and the Special Servicer shall be entitled to a Liquidation
Fee to the same extent that the Special Servicer would be entitled to such Liquidation Fee had such Non-Serviced Mortgage Loan been a
Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the
Operating Advisor, the Directing Holder (other than in respect of any Excluded Loan) not less than ten (10) Business Days’ prior
written notice of its intention to sell any Defaulted Loan, in which case, subject to Section 3.16(a)(iv), the Special Servicer
is required to accept the highest offer received from any person for such Specially Serviced Loan in an amount at least equal to the outstanding
principal balance plus all accrued and unpaid interest and outstanding costs and expenses and certain other amounts pursuant to this Agreement
(the “Par Purchase Price”) or, at its option, if it has received no offer at least equal to the Par Purchase Price
therefor, purchase such Specially Serviced Loan at such Par Purchase Price.


(iv)                              (A)  In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of
any offer at least equal to the Par Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for
such price), the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person
that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the highest offeror is a Person other
than an Interested Person. In




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determining whether any offer from a
Person other than an Interested Person constitutes a fair price for any Defaulted Loan or REO Property, the Special Servicer shall take
into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant
to this Agreement within the prior 6 months), among other factors, the period and amount of the occupancy level and physical condition
of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person, the Trustee (based upon
updated Appraisals ordered by the Special Servicer and received by the Trustee (or ordered by the Trustee if the Special Servicer or any
of its Affiliates is an Interested Person)) shall determine the fair price unless (i) the offer is equal to or greater than the applicable
Par Purchase Price and (ii) the offer is the highest offer received; provided, however, that no offer from an Interested
Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase
Price, at least two other offers are received from independent third parties, and any such determination by the Trustee shall be binding
upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining whether any offer
received from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding 6-month
period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal
will be covered by, and will be reimbursable as, a Servicing Advance.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price and the offer is less than the Par Purchase Price, the Trustee may, at its option, (at the expense of the Interested
Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with
reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan.
If the Trustee designates such a third party to make such determination, the Trustee may rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all Appraisals, inspection reports and broker opinions of value incurred by any
such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use
efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable
Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer
as a Servicing Advance (provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee) but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to
collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Defaulted Loan.


(B)                   The Special Servicer is not required to accept the highest offer if the Special Servicer determines (in consultation with the Directing
Holder, subject to the limitations on consultation set forth in Section 6.08(a)




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(unless a Consultation Termination Event
is continuing and other than with respect to an Excluded Loan) and, in the case of a Serviced Whole Loan or an REO Property related to
a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any
related Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and,
in the case of a sale of a Serviced Whole Loan, the related Companion Holder(s) (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder(s) constituted a single lender (and with respect to any AB Whole Loan, taking into account
the subordinate nature of the related Subordinate Companion Loan(s))). In addition, the Special Servicer may accept a lower offer if it
determines, in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the
acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole
Loan, the related Companion Holder(s) (as a collective whole, as if such Certificateholders and, if applicable, the related Companion
Holder constituted a single lender (and with respect to any AB Whole Loan, taking into account the subordinate nature of the related Subordinate
Companion Loan(s))) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms
offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans
prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee will have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


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


(b)                       (i)  (A)  The Special Servicer may purchase any REO Property
at the Par Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property,
including the portion relating to the related Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property
(in the case of a Serviced Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related
Companion Loan), if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the
best economic interest of the Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer,
each Companion Holder, the Certificate Administrator, the Directing Holder (other than in respect of an Excluded Loan while no Consultation
Termination Event is continuing) not less than ten (10) days’ prior written notice of its intention to (i) purchase any REO
Property at the Par Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest
offer received from any Person for any REO Property in an amount at least equal to the Par Purchase Price therefor. To the extent permitted
by applicable law, and subject to the Servicing




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Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as broker
in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed
the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


(B)                   In the absence of
any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror
is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase Price and (ii) the offer
is the highest offer received; provided, however, that no offer from an Interested Person will constitute a fair price
unless (A) it is the highest offer received and (B) if the offer is less than the applicable Par Purchase Price, at least two other offers
are received from independent third parties. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


(C)                   The Special Servicer
is not required by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special Servicer determines, in
accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, with
respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account the subordinate
or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may accept a lower offer if it determines,
in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and,
with respect to any Serviced Whole Loan, the related Companion Holder, in either case, as a collective whole (taking into account the
subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer
is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable);
provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


(D)                  In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained
by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert
shall be an expense of the offering Interested Person purchaser. The reasonable fees of and the costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the




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Servicing Standard to collect payment
from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue
to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether
any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall
take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among
other factors, the physical condition of such REO Property, the state of the local economy and the Trust’s obligation to comply
with REMIC Provisions.


(ii)                                  Subject to
the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating and taking
any other action necessary or appropriate in connection with the sale of any REO Property, including the collection of all amounts payable
in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title,
so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement,
none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer nor the Trustee will have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with
respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)                                  Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)                                 With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage
Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related
Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to
the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes
a fair price for any Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested Person. Notwithstanding
the foregoing, the Special Servicer shall not sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s)
if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided
that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor)
unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business
Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the




    	 	-239-	 



    


    

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 Appraisal for such Serviced Pari Passu Whole Loan,
and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are
material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time
(but no less time than is afforded to other offerors and the Directing Holder) prior to the proposed sale date, all information and other
documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted
to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted
to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion
Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. If the Trustee
is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at
the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the subject Mortgage Loan,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage
Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If the Trustee designates such a third party
to make such determination, the Trustee may rely conclusively upon such third party’s determination. The reasonable fees of, and
the costs of all Appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and
shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days
of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


(e)                                  (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related Subordinate Companion Loan(s) for each applicable Serviced Whole Loan will have the right to purchase the related Mortgage
Loan or related REO Property, as applicable. Such right of the holder of the Subordinate Companion Loan(s) shall be given priority over
any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement. If
the related Mortgage Loan or related REO Property is purchased by the holder of such Subordinate Companion Loan, repurchased by the applicable
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related Subordinate Companion Loan(s) will no longer be
subject to this Agreement. In addition, with respect to any Serviced AB Whole Loan, pursuant to the terms of the related Intercreditor
Agreement and this Agreement, if the related Serviced AB Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines
to sell the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special
Servicer is not required to sell the related Subordinate Companion Loan(s) together with such Mortgage Loan as one whole loan. If no
Control Appraisal Period exists, the Special Servicer may




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not sell the Subordinate Companion Loan(s)
without the prior consent of the holder of the Subordinate Companion Loan(s).  If a Control Appraisal Period is continuing, the Special
Servicer has the right (but not the obligation) to sell the Subordinate Companion Loan(s) without the consent of the holder of the Subordinate
Companion Loan(s).


(ii)                                  Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


(f)                                    Unless otherwise provided
in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing released
basis.


(g)                                 If the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to
the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section 3.17                   Additional
Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right
of reimbursement therefor.


(b)                                 The Master Servicer or
the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required to be delivered to such Companion
Holder pursuant to the related Intercreditor Agreement.


(c)                                  Upon the determination
that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount
of the principal portion of general collections on the Mortgage Loans, deposited in the Collection Account and available for distribution
on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable,
instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance
during the one month collection period ending on the then-current Determination Date, for successive one-month periods for a
total period not to exceed twelve (12) months (provided that, other than in the case of an Excluded Loan, any such deferral exceeding
six (6) months shall require, if no Control Termination Event is continuing, the consent of the Directing Holder), and any election to
so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes
such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option




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to defer; it is acknowledged that, in such
a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior
to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending on the related Determination
Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the
Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections on the Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer
or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice
of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless
extraordinary circumstances make such notice impractical. Notwithstanding the foregoing, failure to give notice as required by the preceding
sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under Section 3.17 or to comply with the terms of Section 3.17 and the
other provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that the
fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to
the detriment of other Classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation
of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary
duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as applicable, determines,
in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised, then the Master Servicer or
the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement
Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and then interest).
Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion
thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued




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interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing
Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement will have any liability to one another or
to any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by Section 3.17
or for any losses, damages or other adverse economic or other effects that may arise from such an election.


The aggregate of any Excess
Prepayment Interest Shortfall with respect to the Mortgage Loans for any Distribution Date will be allocated on such Distribution Date
among each class of Certificates, pro rata, in accordance with their respective Interest Accrual Amounts for that Distribution
Date.


(d)                     With respect to any
Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require the lender to), at its
option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held in any reserve account
as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer, as the case may be, may not apply
such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not applying those
amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the loan documents,
to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan) or for other purpose consistent with the Servicing
Standard and the loan documents, upon a subsequent default.


(e)                      With respect to any
modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer
or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Section 3.18                   Modifications, Waivers, Amendments and Consents. (a)  Except
as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d),
Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set forth thereunder
(including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with
respect to any modification, waiver or amendment that constitutes a Special Servicer Decision or a Major Decision) and, with respect to
any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan,
subject to the rights of the related Companion Holder to advise or consult with the Master Servicer or the Special Servicer, as applicable,
with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement), the Master Servicer shall not provide any consent or make any decision, including agreeing to any modification, waiver or
amendment to the terms of a Mortgage Loan and/or Companion Loan unless such consent or decision constitutes a Master Servicer Decision,
unless, with respect to a Major Decision or Special Servicer Decision, the Master Servicer and the Special Servicer mutually agree with
respect to a Non-Specially Serviced Loan that the Master Servicer shall process such request but in all events subject to the prior written
consent or deemed consent of the Special Servicer, which consent shall be deemed given if the Special Servicer does not




    	 	-243-	 



    


    

respond within ten (10) days of delivery to
the Special Servicer of the Master Servicer’s written recommendations and analysis, and all information that is in the Master Servicer’s
possession reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to any
Serviced Companion Loan Holder under the related Intercreditor Agreement to consent to such Major Decision). Subject to Section 6.08,
the Special Servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a Mortgage Loan or Serviced Companion
Loan that is not in default or as to which default is not reasonably foreseeable; provided that no extension entered into pursuant
to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final
Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related
fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity
Date of such Mortgage Loan and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of
such Mortgage Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, (1) the Master Servicer or the Special Servicer (whichever
is processing such action) shall provide the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer (as applicable),
the Operating Advisor and the Directing Holder (only if no Consultation Termination Event is continuing and other than with respect to
an Excluded Loan), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan
documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.18(d))
that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, the Special Servicer
shall (A) obtain the consent of the Directing Holder pursuant to Section 6.08(a) ((i) if no Control Termination Event is continuing
and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan) or (B) consult with the Directing Holder pursuant to Section 6.08(a)
(only during a Control Termination Event while no Consultation Termination Event is continuing and other than with respect to any Excluded
Loan) (which consent or consultation shall be coordinated through the Special Servicer). Notwithstanding the foregoing, subject to the
rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights
pursuant to this subsection (a), the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of
or consultation with the Special Servicer, the Operating Advisor or the Directing Holder, may modify or amend the terms of any Mortgage
Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement
any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the
Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect
thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


Neither the Master Servicer
nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits, discounts,
forgiveness or




    	 	-244-	 



    


    

otherwise), any modification, waiver, amendment,
work-out, consent or approval with respect to any Mortgage Loan or Serviced Whole Loan in a manner that would have the effect of placing
amounts payable as compensation, or otherwise reimbursable, to the Master Servicer or the Special Servicer in a higher priority than that
which is provided in the allocation and payment priorities described under Section 3.02(b) of this Agreement or in the related
Intercreditor Agreement (if any).


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer
shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any
time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or
related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer
or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation
to the Directing Holder, if permitted by the applicable Rating Agency) and Companion Loan Rating Agency Confirmations with respect to
any Serviced Companion Loan Securities and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the Master Servicer or the Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel
(at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited,
at the expense of the Trust) with respect thereto).


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require
the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the
loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property
constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan,
then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value,
if any, as determined by an appropriate third party.


If, following any such release
or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or the Special Servicer, as applicable,
shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions,
unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to
be a Qualified Mortgage.


Subject to Section 6.08,
if a Mortgagor satisfies the requirements set forth in the definition of “COVID Modification”, the Special Servicer may enter
into a COVID Modification with the related Mortgagor. In exchange for a fee as described below, the Special Servicer shall




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be responsible for processing any COVID Modification
and any related COVID Modification Agreement for any COVID Modified Loan.


Mortgagors may request payment
forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed to grant a forbearance on a Mortgage
Loan related to the global COVID-19 Emergency only if (i) prior to October 1, 2021 (or prior to a later date provided by the IRS in any
future guidance), the period of forbearance granted, when added to any prior periods of forbearance granted before or after the Trust
acquired such Mortgage Loan (whether or not such prior grants of forbearance were covered by Revenue Procedure 2020-26 (as extended by
Revenue Procedure 2021-12 and any future guidance)), does not exceed six months (or such longer period of time as may be allowed by future
guidance that is binding on federal income tax authorities) or the applicable forbearance program pursuant to which the related forbearance
was granted is otherwise identical or similar to those described in Section 2.07 of Revenue Procedure 2020-26 and such forbearance is
covered by Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 and any future guidance), (ii) such forbearance is permitted
under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of Counsel is delivered
to the effect that such forbearance will not result in an Adverse REMIC Event.


Any fees or other charges
charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification Agreement with respect
to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID Modification Agreement with respect to such COVID
Modified Loan) (such fee, a “COVID Modification Fee”) shall not exceed an amount equal to 0.3% of the outstanding balance
of such COVID Modified Loan (plus reasonable and customary attorney’s fees and expenses, out of pocket third party fees and expenses
and filing fees) and shall only be borne by the related Mortgagor, not the Trust.


Notwithstanding the foregoing,
the Master Servicer and the Special Servicer may mutually agree that the Master Servicer will process any of the foregoing matters that
are Major Decisions (other than a COVID Modification) or Special Servicer Decisions with respect to any Performing Loan. If the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process any Major Decision or Special Servicer Decision
with respect to a Non-Specially Serviced Loan, the Master Servicer shall obtain the consent (or deemed consent) of the Special Servicer
as provided in Section 3.18(b).


In addition, the Special
Servicer shall be entitled to review and approve any calculations (including, but not limited to, debt yield and debt service coverage
ratio calculations) made by the Master Servicer that would result in (i) the commencement of a cash trap or lease sweep period with respect
to any Mortgage Loan, (ii) the removal of a property manager of a Mortgaged Property, (iii) the allocation of casualty or condemnation
Proceeds, or (iv) the release of any reserve to a Mortgagor if such release would constitute a Major Decision. In connection with the
foregoing, the Master Servicer shall forward any such calculation to the Special Servicer and provide any information that the Special
Servicer reasonably requests in order to recalculate and review such calculation. With respect to any such calculation, if the Special
Servicer fails to respond within ten (10) business days after receipt of such calculation and requested information (if any) referred
to above, then such calculation will be deemed to have been approved by the




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Special Servicer. In the event the Special
Servicer disagrees with any such calculation made by the Master Servicer (including any inputs), then the Master Servicer and the Special
Servicer shall use reasonable efforts to reconcile their calculations; provided that, if the Master Servicer and the Special Servicer
are unable to reconcile their calculations within five (5) business days after identifying such disagreement, then the Special Servicer’s
calculation shall control.


(b)                                 If the Special Servicer
determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral of interest or principal
or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related
Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced
Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the Special Servicer’s consideration
of a Major Decision or Special Servicer Decision that is subject to its processing and/or consent rights pursuant to Section 3.18(a))
with respect to which a payment default or other material default has occurred or a payment default or other material default is, in
the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer),
is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) to the Trust and, if applicable, the related Companion Holders, as the holders of the related Serviced Companion Loan,
than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to a modification, waiver or amendment of such
Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b) and Section 3.18(c),
(y) with respect to any Major Decision, with the approval of the Directing Holder (if no Control Termination Event is continuing)
or upon consultation with the Directing Holder; and (z) additionally, with respect to a Serviced Whole Loan, the rights of the
related Serviced Companion Noteholder, to advise or consult with the Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement; provided that in the case of
any release or substitution of collateral (other than a defeasance), the Special Servicer shall obtain an Opinion of Counsel that such
release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect
to any Excluded Loan (regardless of whether an Operating Advisor Consultation Event is continuing), the Special Servicer shall consult
with the Operating Advisor (telephonically or electronically), on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing or for which its consent is required and consider alternative actions recommended by the
Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with
the Operating Advisor.


The Master Servicer, prior
to taking any action with respect to any Major Decision or any Special Servicer Decision, shall refer the request to the Special Servicer.
The Special Servicer shall process the request directly (other than any Major Decision described in subclauses (i) and (ii)
of clause (xiii) of the definition of “Major Decision” with respect to a Non-Specially Serviced Loan, which shall be
processed by the Master Servicer subject to the consent rights of the Special Servicer). However, if the Master Servicer and Special Servicer
mutually agree that the Master Servicer shall process such request, the Master Servicer shall prepare and submit its written analysis
and recommendation to the Special Servicer with all information that is in the Master Servicer’s possession that the Special Servicer
may reasonably request in order to withhold




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or grant its consent, and in all cases the
Special Servicer may approve or disapprove any modification, waiver or amendment that constitutes such a Major Decision or a Special Servicer
Decision.


The Special Servicer shall
use its reasonable efforts to the extent reasonably possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such
modification, waiver or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring later
than the earlier of (a) five years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely
or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the ground lease and (i) if no Control Termination Event
is continuing, with the consent of the Directing Certificateholder and, ((i) if no Control Termination Event is continuing and (ii) other
than with respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of
such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loans generally at the related Mortgage
Rate.


(c)                                  Any provision of this
Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default or default
with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected by any Master
Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification, waiver
or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage Note)
if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


(d)                                 To the extent consistent with this Agreement, the Master Servicer (subject to the Special Servicer’s consent rights pursuant
to Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision)
or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan
and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver,
modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this determination, the Master
Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained)
an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot
be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such
fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer may waive the payment of any Yield Maintenance Charge or the requirement that




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any prepayment of a Mortgage Loan be made on
a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage
Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


(e)                                  Subject to Section 3.18(c),
the Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification
(including extensions), waiver or indulgence or any other matter or thing, the granting of which is within the Master Servicer’s
or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the related
Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer
or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable or customary fee, for the additional
services performed in connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(f)                                    All modifications (including
extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant to this Section 3.18
shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor (and by
any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance with
the Servicing Standard).


(g)                                 With respect to any modification,
waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the Special Servicer shall notify
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (during an Operating Advisor Consultation Event),
the Directing Holder (other than during a Consultation Termination Event, and other than with respect to any Excluded Loan), the applicable
Companion Holder, the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Holder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)), and the Master Servicer shall notify the Certificate Administrator,
the Trustee, the Special Servicer, the Directing Holder (other than with respect to an Excluded Loan and if no Consultation Termination
Event is continuing), the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Holder), any related Companion Holder and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible
for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special
Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or
amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder, if any. The Custodian shall make available copies of each agreement whereby the modification, waiver or amendment of any term
of any Mortgage Loan is effected available for review during normal business hours at the office of the Custodian. Following receipt
of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or amendment
to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than
the Class P or Class R Certificates) upon request. With respect to the processing of any modification, waiver or consent related
to any Mortgagor incurring




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Additional Debt or mezzanine debt, the Special
Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master
Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or
before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following
the Master Servicer or the Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine
debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form of Exhibit EE. The notice contemplated in the preceding sentence shall set
forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably obtain such
information, (1) the amount of Additional Debt that was incurred in the related Collection Period, (2) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and Additional Debt, and (3) the aggregate LTV Ratio calculated on the basis of such
Mortgage Loan and Additional Debt. If either (i) the CREFC® Investor Reporting Package is amended to include such
information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and Certificate Administrator,
as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate
Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK
shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer and Certificate Administrator may
agree on a different delivery time and format for the information set forth in this paragraph.


(h)                                 The Master Servicer shall
process all defeasance transactions, subject to the Special Servicer’s consent with respect to any Major Decision relating to a
defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan,
take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan
or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master
Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient
to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an
Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments
of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements
of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of
Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority
perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such
opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and,
if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor, if so
required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer




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shall use its reasonable efforts to require
the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor,
and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer
shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency
Confirmations with respect to any Serviced Companion Loan Securities; provided, further, however, that no such confirmation
from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in
the form of Exhibit U for any Mortgage Loan that (together with any other Crossed Underlying Loans in a Crossed Mortgage Loan
Group with such Mortgage Loan) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage
Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans and (iii) a Mortgage Loan that
is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, if requiring the Mortgagor to
pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with
the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set
forth in the applicable Mortgage Loan Purchase Agreement.


(i)                                     Notwithstanding anything
herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master Servicer may
permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to
the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that such
substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing and/or
consent rights pursuant to Section 3.18(a) with respect to any such action that constitutes a Major Decision or Special
Servicer Decision) reasonably determines that allowing their use would not cause a default or event of default to become reasonably foreseeable
and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan
documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be
and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United States
government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations
with respect to any Serviced Companion Loan Securities. Notwithstanding the foregoing, with respect to certain Mortgage Loans that are
subject to defeasance and identified on Schedule 3, the related Mortgage Loan Seller (or the originator of the related Mortgage
Loan) has transferred to a third party or has retained on behalf of itself or its Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (collectively, the “Loan Seller Defeasance
Rights and Obligations”). If the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that
provides for Loan Seller Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide,
within five (5) Business Days of




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receipt of such notice, written notice of such
defeasance request to the related Mortgage Loan Seller (and/or any other party identified in the related Mortgage Loan Purchase Agreement).
Until such time as the related Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan
with Loan Seller Defeasance Rights and Obligations shall be delivered to the related Mortgage Loan Seller pursuant to the notice provisions
hereof. If the successor borrower is not designated or formed by the related Mortgage Loan Seller or any Affiliate or successor thereto,
the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


(j)                                     If required under the
related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which all payments
received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained,
and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing,
in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of ninety
(90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not
required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available
Funds”, and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


(k)                                  Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect
to any Serviced Companion Loan Securities (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the
related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid
principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


(l)                                     Notwithstanding anything
to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with any defeasance
transaction contemplated in subclause (ii) of clause (xiii) of the definition of “Major Decision”, the Master
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion
of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will not cause
an Adverse REMIC Event.



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Section 3.19                   Transfer of Servicing Between Master Servicer
and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
or Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer
or the Special Servicer, as applicable, the Operating Advisor and the Directing Holder (in the case of the Directing Holder, (i) if no
Consultation Termination Event is continuing and (ii) other than with respect to an Excluded Loan) thereof, and the Master Servicer shall
deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive
of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the
like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable
it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (b)
or (d) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer
of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer
and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced
the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the
Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder (other than with respect to any Excluded Loan and
only if no Consultation Termination Event is continuing), a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19. If no
Consultation Termination Event is continuing, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),
and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer, the Operating Advisor, the related Serviced Companion Noteholder and the Directing Holder (other than with respect
to any Excluded Loan and only if no Consultation Termination Event is continuing) and shall return the related Mortgage File and Servicing
File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and
returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected
Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related
Companion Loan shall recommence.




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(b)                                 In servicing any Specially
Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within its possession (with a
copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional related Mortgage Loan
or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)                                  Notwithstanding the provisions
of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced
Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan) and shall provide the
Special Servicer with any information in its possession with respect to such records to enable the Special Servicer to perform its duties
under this Agreement; provided that this statement shall not be construed to require the Master Servicer to produce any additional
reports.


(d)                                 No later than (i) sixty
(60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, any
related Companion Loan (if any Serviced Whole Loan becomes a Specially Serviced Loan) and (ii) prior to taking action with respect to
any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced
Loan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to
such Mortgage Loan and related Companion Loan and the related Mortgaged Property (the “Initial Delivery Date”) and
will be required to prepare one or more additional Asset Status Reports with respect to any such Specially Serviced Loan subsequent to
the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material
changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Report) are necessary to
reflect the then current recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated
in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”). Each Asset Status
Report shall be delivered in electronic form to the Master Servicer, the Directing Holder (but other than in respect of an Excluded Loan
and while no Consultation Termination Event exists), the Operating Advisor (other than with respect to an Excluded Loan, only during
an Operating Advisor Consultation Event), and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced Companion
Loan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such
Other Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. The Special Servicer
shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report.
Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that
was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


(i)                                     a summary of
the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;




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


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


(iv)                              (A) the Special
Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification
of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or foreclosed
or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed
or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection with
the proposed or taken actions;


(v)                                 the status
of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the
status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related
Mortgage Loan or Serviced Whole Loan;


(vi)                              a description
of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable)
or franchise agreement;


(vii)                           the decision
that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s
rationale for its proposed decision, including its rejection of the alternatives;


(viii)                        an analysis
of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking
such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation
and all related assumptions;


(ix)                                the Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation
of those adjustments; and


(x)                                   such other
information as the Special Servicer deems relevant in light of the Servicing Standard.


A summary of each Final Asset
Status Report shall be provided to the Certificate Administrator and the Trustee.


If within ten (10) days (or,
in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) days) of
receiving an




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Asset Status Report (other than with respect
to an Excluded Loan and only if no Control Termination Event is continuing), the Directing Holder does not disapprove such Asset Status
Report in writing (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default,
twenty (20) days), or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Holder (communicated to the Special Servicer within ten (10) days) is not in the best interest of all the Certificateholders),
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Serviced Mortgage Loan or Serviced Whole Loan other than an Excluded Loan and if no Control
Termination Event is continuing, the Directing Holder disapproves such Asset Status Report within ten (10) days (or, in the case of an
Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) days) of receipt and the
Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the
Master Servicer, the Directing Holder (if no Consultation Termination Event is continuing and other than if an Excluded Loan), the Operating
Advisor (but only during an Operating Advisor Consultation Event) and the 17g-5 Information Provider (which shall promptly post such
report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, in the case of a Serviced
Whole Loan, the related Serviced Companion Noteholder; provided, however, that, if the Special Servicer determines that
emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders and any related Serviced
Companion Noteholder, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special
Servicer may take actions with respect to the related Mortgaged Property before the expiration of the ten (10) day period (or, in the
case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) day period) if
the Special Servicer reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration
of the ten (10) day period (or, in the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance
Default, twenty (20) day period) would materially and adversely affect the interest of the Certificateholders and the related Serviced
Companion Noteholder (if applicable) and the Special Servicer has made a reasonable effort, if no Control Termination Event is continuing
and other than if an Excluded Loan is involved, to contact the Directing Certificateholder. With respect to any Mortgage Loan other than
an Excluded Loan with respect to the Directing Holder or the Holder of the majority of the Controlling Class, if no Control Termination
Event is continuing, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d)
until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) days or, in the case of
an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) days) of receiving such
revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders; provided that, if the Directing Holder has not approved the Asset Status
Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer may act
upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided, however,
that such Asset Status Report does not, and is not intended to be, a substitute for the




    	 	-256-	 



    


    

approvals that are specifically required pursuant
to Section 6.08. The procedures described in this paragraph are collectively referred to as the “Directing Holder
Approval Process”. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report; provided that such report has been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (other than a Non-Serviced Mortgage Loan) with respect
to the Directing Holder or the Holder of the majority of the Controlling Class (regardless of whether an Operating Advisor Consultation
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor (telephonically or electronically),
on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan that includes a Major Decision that it is processing
or for which its consent is required and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


No direction or disapproval
of the Directing Holder hereunder or under a related Intercreditor Agreement or failure of the Directing Holder to consent to or approve
(including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer
to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s
obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC, (b) result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the
Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


For so long as no Operating
Advisor Consultation Event is continuing, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor after
the completion of the Directing Holder Approval Process. The Operating Advisor’s review of any such Final Asset Status Report shall
only provide background information to support the Operating Advisor’s duties concerning the Special Servicer’s compliance
with the Servicing Standard, and the Operating Advisor shall not provide comments to the Special Servicer in respect of such Final Asset
Status Report.


During the continuance of
an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the Special Servicer in respect of the applicable
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 Controlling Class Certificateholders), as a collective whole. The Special Servicer shall consider such non-binding alternative
courses of action, if any, and any other feedback provided by the Operating Advisor (and for so long as no Consultation Termination Event
is continuing, the Directing Holder) in connection with the Special Servicer’s preparation of any Asset Status Report that is provided
while an Operating Advisor Consultation Event has occurred and is continuing. The Special Servicer may revise the Asset Status Report
as it deems necessary to take into account




    	 	-257-	 



    


    

any input and/or comments from the Operating
Advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder), to the extent the Special Servicer
determines that the Operating Advisor’s and/or Directing Holder’s input and/or recommendations are consistent with the Servicing
Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best
interest of the Certificateholders and the holders of the related Companion Loan(s), as a collective whole (taking into account the pari
passu or subordinate nature of each such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report
to take into account any input and/or comments from the Operating Advisor or the Directing Holder, the Special Servicer shall deliver
to the Operating Advisor and the Directing Holder the revised Asset Status Report (until a Final Asset Status Report is issued). The procedures
described in this paragraph are collectively referred to as the “ASR Consultation Process”.


During a Control Termination
Event (and at any time with respect to any Excluded Loan), the Directing Holder will have no right to consent to any Asset Status Report
under this Section 3.19. During a Control Termination Event but while no Consultation Termination Event is continuing, the
Special Servicer shall send the Directing Holder (except with respect to any Excluded Loan), and, during an Operating Advisor Consultation
Event, the Operating Advisor, the Asset Status Report and the Operating Advisor and the Directing Holder 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. The Directing Holder (or, if the Directing Holder is the Directing Certificateholder, other than in its capacity as a Certificateholder)
(in each case, during a Consultation Termination Event (and at any time with respect to any Excluded Loan)), will 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 on a non-binding basis with respect to any Asset Status Report as described above.
The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable periods described
above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder.


The Special Servicer shall
implement the Final Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary
to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents.


Notwithstanding anything
to the contrary herein, the Directing Holder shall not have any consultation or approval rights with respect to an Asset Status Report
that relates to an Excluded Loan.


Notwithstanding the foregoing,
the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor, any Serviced Companion
Noteholder (or its representative) or the Directing Holder that would require or cause the Special Servicer to violate any applicable
law, be inconsistent with the Servicing Standard or any Intercreditor Agreement, require or cause the Special Servicer to violate provisions
of this Agreement, require or cause the Special Servicer to violate the terms of any Intercreditor Agreement or any Mortgage Loan or Serviced
Whole Loan, expose any Certificateholder or any party to this Agreement or




    	 	-258-	 



    


    

their affiliates, officers, directors or agents
to any claim, suit or liability, cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or result in the
imposition of “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially
expand the scope of the Special Servicer’s responsibilities under this Agreement or any Intercreditor Agreement.


(e)                                   (i)  Upon
receiving notice of the occurrence of the events described in clause (c) of the definition of Servicing Transfer Event
(without regard to the 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information that the Master Servicer has
in its possession relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable
it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each such event.


(ii)                                  During a Control
Termination Event, upon receiving notice of the occurrence of an event described in clause (c) of the definition of Servicing
Transfer Event (without regard to the 30-day period set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)                                    If no Control Termination
Event is continuing, no later than two (2) Business Days following the establishment of a Final Asset Status Report with respect to any
Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall deliver in electronic format to the Directing Certificateholder
(other than with respect to any Excluded Loan) a draft notice that will include a draft summary of the Final Asset Status Report (which
briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver each Asset Status
Report with respect to a Serviced AB Whole Loan if no Control Appraisal Period is continuing (to the extent approved by the related Directing
Holder)). With respect to any Mortgage Loan other than an Excluded Loan, if, while no Control Termination Event is continuing, within
five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such
draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report
to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).
If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt
of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until
the Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder
has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft
summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special
Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,
however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting
on the Certificate




    	 	-259-	 



    


    

Administrator’s Website pursuant to Section 3.13(b)
notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following
its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any
Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of a Subordinate Companion Loan(s) is not
subject to a Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related
Subordinate Companion Loan(s) in accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires
such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final
Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)                                 No provision of this
Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because of any proposal, objection
or comment by the Operating Advisor or, during a Control Termination Event, the Directing Holder or a recommendation of the Operating
Advisor.


Section 3.20                   Sub-Servicing Agreements. (a)  The Master Servicer and
the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its
respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent
with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this
Agreement; (ii) provides that if the Master Servicer or the Special Servicer, as applicable, shall for any reason no longer act in
such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall
thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under
such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances described therein (subject
to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion
Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated
by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, any successor master servicer or
special servicer or any Certificateholder (or the related Companion Holder, if applicable) will have any duties under such Sub-Servicing
Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however,
that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit the
Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as applicable, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision or
a Special Servicer Decision without the consent of the Master Servicer or Special Servicer, as applicable (subject to the rights of the
Directing Certificateholder




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pursuant to Section 6.08) or any
Mortgagor requested action that is neither a Major Decision nor a Special Servicer Decision without the Master Servicer's consent; (viii)
with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant
or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party;
and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver
by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, Certificate Administrator or Depositor
under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing
agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained
in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party
to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required under any
other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or special servicer, as applicable,
hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned and may assume any Sub-Servicing
Agreements from the predecessor Master Servicer or the Special Servicer, as applicable (subject to Section 3.20(g)). In addition,
each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer
thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced
Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations
and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect
its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans)
as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties
as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or the Special Servicer, as applicable, shall
deliver to the Trustee (i) copies of all Sub-Servicing Agreements entered into by it, in each case, promptly upon its execution
and delivery of such documents and (ii) upon request of the Trustee, any amendments or modifications to such Sub-Servicing Agreements.
References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer
on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer
hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such
event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer
were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms
of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when
a Sub-Servicer retained by it receives such payment. The Master Servicer or the Special Servicer, as applicable, shall notify the
Master Servicer or the Special Servicer, as applicable, the Trustee




    	 	-261-	 



    


    

and the Depositor (and the Special Servicer
shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


(b)                                 Each Sub-Servicer
shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated,
if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related Mortgage Loans or
the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s or the Special Servicer’s
obligations, as applicable, under this Agreement.


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


(d)                                 If the Trustee or its
designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer under any Sub-Servicing
Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder and an accounting of amounts
collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreement to the assuming party.


(e)                                  Notwithstanding the provisions
of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI with
respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer or the Special Servicer,
as applicable, shall remain obligated and responsible to the Trustee, the Master Servicer (with respect to the Special Servicer), the
Special Servicer (with respect to the Master Servicer), holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of each party’s 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 it alone were servicing and administering the Mortgage Loans for which
it is responsible, and the Master Servicer or the Special Servicer, as applicable, shall pay the fees of any Sub-Servicer engaged
by such party thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid
to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


(f)                                    The Trustee, upon the
request of the Master Servicer or the Special Servicer, as applicable, shall furnish to any Sub-Servicer any documents necessary
or appropriate to enable




    	 	-262-	 



    


    

such Sub-Servicer to carry out its servicing
and administrative duties under any Sub-Servicing Agreement.


(g)                                 Each Sub-Servicing
Agreement shall provide that, if the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master
servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding
the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master servicer shall assume (a) the
Limited Subservicing Agreement, dated as of November 1, 2022, between Midland Loan Services, a Division of PNC Bank, National Association,
and 3650 REIT Loan Servicing LLC (the “Limited Subservicing Agreement”) and (b) each Initial Sub-Servicing Agreement
and (i) 3650 REIT Loan Servicing LLC’s rights and obligations under the Limited Subservicing Agreement and the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement (provided that such Limited Subservicing Agreement or any such Initial Sub-Servicing
Agreement has not been terminated in accordance with its provisions); (ii) any successor master servicer, including, without limitation,
the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the
Limited Subservicing Agreement and the then-current Initial Sub-Servicing Agreement without further action upon becoming the
successor master servicer and (iii) this Agreement may not be modified in any manner that would increase the obligations or limit
the rights of 3650 REIT Loan Servicing LLC or the Initial Sub-Servicer, as applicable, hereunder and/or under the Limited Subservicing
Agreement or the Initial Sub-Servicing Agreement, as applicable, without the prior written consent of 3650 REIT Loan Servicing LLC
or the Initial Sub-Servicer, as applicable (which consent shall not be unreasonably withheld).


(h)                                 With respect to Mortgage
Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request (such request to be
made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer, reasonably
cooperate in delivering reports and information, including remittance information, and affording access to information to the related
Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the terms
hereof.


(i)                                     Notwithstanding any other
provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for the performance
by third parties of any or all of its obligations herein, without, if no Control Termination Event is continuing and other than with
respect to any Mortgage Loan that is an Excluded Loan, the consent of the Directing Holder, except to the extent necessary for the Special
Servicer to comply with applicable regulatory requirements.


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


Section 3.21                   Interest Reserve Account. (a)  On the P&I Advance Date occurring in January (except during a leap year) and
February of each calendar year commencing in 2023




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(in each case, unless the related Distribution
Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the
Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans
immediately following the Distribution Date occurring in the month preceding the month in which P&I Advance Date occurs at the related
Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited pursuant
to this sentence in any particular January and/or February, “Withheld Amounts”).


(b)                                 On each P&I Advance
Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator
shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable)
and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


Section 3.22                   Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer. Within a reasonable time
upon request from the Directing Holder or the Operating Advisor, as applicable, but no more often than on a monthly basis (or, with respect
to communications between the Directing Holder and the Master Servicer or the Special Servicer, as applicable, on a more frequent basis
that is commercially reasonable as mutually agreed to between the Directing Holder and the Master Servicer or the Special Servicer, as
applicable), each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) the Directing Holder ((i) if no Consultation Termination Event is continuing and
(ii) other than with respect to any Excluded Loan) and (b) the Operating Advisor (with respect to the Special Servicer only), regarding
the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the
case may be, is responsible.


Section 3.23                   Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Holder. (a)  Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name
and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and
the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially
in the form of Exhibit NN, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing
Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special
Servicer, it shall be the Directing Certificateholder. In any case, such notification may be delivered via electronic mail.


On the Closing Date, the
initial Directing Certificateholder shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor directing certificateholder
shall execute and also deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this
Agreement prior to being recognized as the new Directing Certificateholder.




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(b)                                 Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall rely
on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate
Balance, or such Directing Certificateholder has notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder
or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator
shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. If (i) the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the
Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing
Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address
to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and
the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator,
the Special Servicer, the Trustee and the Operating Advisor may rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.


(c)                                  Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee may rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder
and the Directing Certificateholder.


(d)                                 If no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the
Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new
Directing Holder is identified, the Master 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 Directing Holder as the case may be.


(e)                                  Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, if no Consultation Termination Event is continuing, the Directing Certificateholder, a list of each Controlling
Class Certificateholder (or each Certificate Owner of the Controlling Class, if applicable), including names and addresses. In addition
to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence
of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the
Master Servicer and the Special Servicer. Notwithstanding the foregoing,




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3650 Real Estate Investment Trust 2 LLC shall
be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement
or until a Consultation Termination Event occurs and is continuing.


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
shall rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


(f)                                    If the Certificate Administrator
determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related
Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


(g)                                 Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Holder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have
any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Holder may
take actions that favor interests of the Holders of one or more Classes of Certificates, including, without limitation, the Controlling
Class, over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Holder will have no
liability whatsoever (other than to a Controlling Class Certificateholder, to the extent the Directing Certificateholder is the Directing
Holder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer,
employee, agent or principal of the Directing Holder for having so acted.


(h)                                 All requirements of the
Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information
on a website) to the Directing Holder contained in this Agreement shall also apply to each Companion Holder with respect to information
relating to the related Serviced Whole Loan, as applicable; provided, however, that nothing in this subsection (h)
shall in any way eliminate the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


(i)                                     Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor may rely on the most recent notification with respect to the identity and contact information of the
Controlling Class Certificateholder and the Directing.


(j)                                     With respect to a Serviced
Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the Directing Holder shall
exercise such rights in accordance with the related Intercreditor Agreement.


(k)                                  The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class or provide
the name, contact information and address of the then-current Directing Certificateholder within two (2) Business Days of a request from
the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, Operating Advisor or any




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Certificateholder and provide such information
to the requesting party and such requesting party may rely on such information.


(l)                                     At any time that the
Controlling Class Certificateholder is the holder of a majority of the Class F-RR Certificates and the Class F-RR Certificates are the
Controlling Class, such Controlling Class Certificateholder may waive its right (a) to appoint the Directing Certificateholder and (b)
to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the
Depositor, the Certificate Administrator (which shall be via electronic mail to trustadministrationgroup@wellsfargo.com), the Trustee,
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during
such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause
(ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such
Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect
to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of
the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class F-RR Certificates
if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving
Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling
Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder, waive its right to appoint
a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver
by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights
of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any
Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class F-RR Certificates to the Non-Waiving Successor
and had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


(m)                               Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its
statement made available pursuant to Section 4.02(a) the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The
Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days
of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination Event or (iii) any
Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation
Termination Event or an Operating Advisor Consultation Event has occurred or is terminated, the Certificate Administrator shall, within
ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


If a Control Termination
Event has occurred due to a reduction of the Certificate Balance of the Class F-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in




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accordance with Section 4.05(a))
to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Termination Event has occurred
due to the reduction of the Certificate Balance of the Class F-RR Certificates to less than 25% of the Original Certificate Balance
thereof.”


If a Consultation Termination
Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate Balance,
in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application
of any Cumulative Appraisal Reduction Amounts.”


In the event that an Operating
Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance of the HRR Certificates to 25% or below
of their aggregate Original Certificate Balance, taking into account the application of any Cumulative Appraisal Reduction Amounts, such
special notice shall state: “An Operating Advisor Consultation Event has occurred because the aggregate Certificate Balance of the
HRR Certificates has been reduced to 25% or below of their aggregate Original Certificate Balance.”


The Directing Holder shall
not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan. In respect of the servicing
of any such Excluded Loan, a Control Termination Event and Consultation Termination Event shall be deemed to have occurred with respect
to such Excluded Loan.


Section 3.24                   Intercreditor Agreements. (a)  Each of the Master Servicer
and the Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan
with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such
Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement,
including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor
Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer
agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property
without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective
designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor
Agreement to the extent provided for therein.


(b)                                 Neither the Master Servicer nor the Special Servicer will have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms
of this




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Agreement and the terms of such Intercreditor
Agreement. Notwithstanding any provision of any Intercreditor Agreement that may otherwise require the Master Servicer or the Special
Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special
Servicer shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes
or would constitute a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute
an expense to be borne by the Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the
Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender
unless such Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to
this Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date,
the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no
event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master
Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or the Special Servicer,
as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling
Class Certificateholder.


(c)                                  No direction or disapproval
of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the Special Servicer to violate
the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement, including the Master Servicer’s
or the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each
Trust REMIC, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax
under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate
Administrator’s or the Master Servicer’s responsibilities under this Agreement.


(d)                                 With respect to any Serviced
Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder hereunder may have to
consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the extent the related Intercreditor
Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion
Holder, the Directing Certificateholder shall not be permitted to exercise such right or, to the extent provided in the related Intercreditor
Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent
that the Directing Certificateholder is the related Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in
this Agreement to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall consult, seek the approval or
obtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion
Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion
Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the
case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.




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(e)                                  Notwithstanding anything
in this Agreement to the contrary, (a)(i) with respect to any Non-Specially Serviced Loan the Special Servicer (with respect to any Major
Decision (other than with respect to actions described in subclauses (i) or (ii) of clause (xiii) of the definition
of “Major Decisions”, which the Master Servicer shall process without first seeking the agreement of the Special Servicer)
or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree that, in connection with any modification,
waiver or amendment that constitutes a Major Decision (other than with respect to actions described in subclauses (i) or (ii)
of clause (xiii) of the definition of “Major Decisions”, which the Master Servicer shall process without first
seeking the agreement of the Special Servicer) or Special Servicer Decision, the Master Servicer shall process and determine whether
to consent, subject to the consent of the Special Servicer, to such modification, waiver or amendment) or the Master Servicer (with respect
to any modification, waiver or amendment that does not constitute a Major Decision or a Special Servicer Decision), or (ii) with respect
to any Specially Serviced Loan, the Special Servicer, as applicable, shall (1) to the extent the required notice address has been
provided, provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Directing Holder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the continuance of a Control Termination Event or a Consultation Termination Event) and (2) consult
with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and reports,
such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related
Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Directing Holder, the Master Servicer or the Special Servicer, as applicable, shall no longer be obligated to consult
with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period
(unless, the Master Servicer or the Special Servicer, as applicable, proposes a new course of action that is materially different from
the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth
in the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may make any Major Decision or take any
action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Master Servicer
or Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the
Certificateholders and the related Companion Holder. In no event shall the Master Servicer or the Special Servicer, as applicable, be
obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


(f)                                    In addition to the consultation
rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding paragraph, such Companion Holder shall
have the right to attend (in person or telephonically, in the discretion of the Master Servicer or




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Special Servicer, as applicable) annual meetings
with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related
to the related Whole Loan are discussed.


(g)                                 With respect to any Serviced
Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor Agreement such that the monthly
remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days after receipt by the Master Servicer
of the related Periodic Payment without the consent of the Master Servicer.


(h)                                 [Reserved].


(i)                                     With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the asset representations
reviewer under the Other Pooling and Servicing Agreement or any other party to the Other Pooling and Servicing Agreement in connection
with such Asset Review by providing the asset representations reviewer under the Other Pooling and Servicing Agreement or such other requesting
party with any documents reasonably requested by the asset representations reviewer under the Other Pooling and Servicing Agreement or
such other requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer,
the Trustee or the Custodian, as the case may be.


Section 3.25                    Rating Agency Confirmation. (a)  Notwithstanding the terms
of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this
Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”)
required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s
Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall confirm (through
direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating
Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation
again (which may also be through direct communication). The circumstances described in the preceding sentence are referred to in this
Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency
Confirmation to the 17g-5 Information Provider, such RAC Requesting Party, may, but is not required to send such request directly to the
Rating Agencies in accordance with the procedures set forth in this Section 3.25.


If there is no response to
such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request




    	 	-271-	 



    


    

nor waiving the requirement for Rating Agency
Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation or with
respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y)
below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply for such matter at such time (as if such requirement
did not exist) with respect to such Rating Agency and the Master Servicer (with respect to Non-Specially Serviced Loans, if the Master
Servicer is processing the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans,
REO Mortgage Loans and Non-Specially Serviced Loans if the Special Servicer is processing the action requiring Rating Agency Confirmation
with respect to such Non-Specially Serviced Loans), as the case may be, may then take such action if the Master Servicer (with respect
to Non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the Special
Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and Non-Specially Serviced Loans if the Special Servicer is processing
the action requiring Rating Agency Confirmation with respect to such Non-Specially Serviced Loans), as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or the Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or
special servicer is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S.
Commercial Mortgage Special Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement
master servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3”
(in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing
concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement master servicer or special
servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and
shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Promptly following the Master
Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer
or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).




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(b)                                 Notwithstanding anything
to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral,
any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or the Special Servicer would
have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not
to apply (as if such requirement did not exist).


(c)                                  For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


Section 3.26                   The Operating Advisor. (a)  The Operating Advisor shall promptly
review (i) the actions of the Special Servicer with respect to any Specially Serviced Loan and, during an Operating Advisor Consultation
Event, the actions of the Special Servicer with respect to Major Decisions relating to the Mortgage Loans when they are not a Specially
Serviced Loan when a Major Decision Reporting Package has been delivered (which review shall be performed in accordance with Section 3.08(a),
Section 3.08(b), Section 3.18(a), Section 3.19(d), Section 3.26 and Section 6.08),
(ii) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s Website and that
are relevant to the Operating Advisor’s obligations hereunder and (iii) each Asset Status Report (during the continuance of
an Operating Advisor Consultation Event) and each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.
The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard. In addition and for the avoidance
of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer with respect to certain Major Decisions
processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility at any time to review or assess the
actions of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor is not required to consider such
Master Servicer actions in connection with any Operating Advisor Annual Report.


(b)                                 The Operating Advisor and its Affiliates shall keep confidential any information appropriately labeled “Privileged Information”
received from the Special Servicer or Directing Holder in connection with the Directing Holder’s exercise of its rights under this
Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report or Final Asset Status
Report) or otherwise in connection with this transaction, except under the circumstances described in Section 3.26(f) and
subject to any Privileged Information Exception or law, rule, regulation, order, judgment or decree requiring the disclosure of such labeled
Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor
agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


(c)                                  (i)  Based
on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and other information delivered
to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year, (ii) for so long as no Operating Advisor Consultation Event is continuing, with respect to any
Specially Serviced Loan, any related Final




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Asset Status Report or approved or deemed approved
Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer, and (iii) during the continuance of an Operating
Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package provided to the Operating Advisor with respect
to any Mortgage Loan, the Operating Advisor shall (but only if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or if an Operating Advisor Consultation Event occurred
during the prior calendar year and the Operating Advisor was entitled to consult with the Special Servicer with respect to any Major Decision)
deliver to the Special Servicer, the Certificate Administrator (who shall promptly post such report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (who shall post such report to the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)) within one hundred twenty (120) days of the end of the prior
calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V
(which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such
form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor Annual
Report contravene any provision of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion exercised
in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its
duties pursuant to this Agreement with respect to Specially Serviced Loans (and, during the continuance of an Operating Advisor Consultation
Event, also with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on an “asset-level basis”;
provided, further, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing
in such capacity through the date of such Operating Advisor Annual Report; provided, further, that the Operating Advisor
shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer
Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not
be required to report on instances of non-compliance with, or deviation from, the Servicing Standard or the Special Servicer’s obligations
under this Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial. Subject
to the restrictions in this Agreement, including, without limitation, this Section 3.26(c), each such Operating Advisor Annual
Report shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly
post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)), with a copy of the final Operating Advisor Annual Report to the Special Servicer;
provided, further, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor
Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided
by the Special Servicer. Only as used in this Section 3.26 in connection with the




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Operating Advisor Annual Report, the term “asset-level
basis” refers to the Special Servicer’s performance of its duties as they relate to the Specially Serviced Loans (and, during
the continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially Serviced Loans for which
a Major Decision Reporting Package has been delivered to the Operating Advisor), taking into account the Special Servicer’s specific
duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with
reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Major Decision Reporting
Package, Asset Status Report, Final Asset Status Report and any other information delivered to the Operating Advisor by the Special Servicer
(other than any communications between the Directing Certificateholder and the Special Servicer) pursuant to this Agreement.


(ii)                                  If 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 known to
the Operating Advisor in the related Operating Advisor Annual Report and the Operating Advisor is not subject to any liability arising
from such limitations or prohibitions. The Operating Advisor may conclusively rely on the accuracy and completeness of any information
it is provided without liability for any such reliance thereunder.


(iii)                               The ability to perform the duties of the Operating Advisor and the quality and the depth of any Operating Advisor Annual Report
shall be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness of
such information. In addition, in no event will the Operating Advisor have the power to compel any transaction party to take, or refrain
from taking, any action. The Operating Advisor may conclusively rely on the accuracy and completeness of any information it is provided
without liability for any such reliance thereunder.


(iv)                              If a lack
of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor
is not subject to any liability arising from such limitations or prohibitions.


(d)                                 (i)  After the calculation has been finalized (and if an Operating Advisor Consultation Event is continuing prior to
the utilization) by the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts calculated by the
Special Servicer, (ii) Collateral Deficiency Amounts calculated by the Special Servicer, (iii) Cumulative Appraisal Reduction Amounts
calculated by the Special Servicer or (iv) net present value used in the Special Servicer’s determination in what course of
action to take in connection with the workout or liquidation of a Specially Serviced Loan in accordance with Section 1.02(iv),
the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such
calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later




    	 	-275-	 



    


    

than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall no later than five (5) Business Days after receipt of such calculations and any supporting
or additional materials recalculate and review for accuracy and consistency with this Agreement the mathematical calculations and the
corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any
such calculation.


(ii)                                  In connection
with this Section 3.26(d), if the Operating Advisor does not agree with the mathematical calculations of the Cumulative
Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount or net present value (in each case, as calculated
by the Special Servicer) or the application of the applicable non-discretionary portions of the formula required to be utilized for
such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any material inaccuracy
in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor.
The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer
necessary for the calculation of the Cumulative Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably
obtainable by the Master Servicer. If the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such
disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor
and the Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to
the Operating Advisor and the Special Servicer). In making such determination, the Certificate Administrator may hire an independent
third party to assist with any such calculation at the expense of the Trust. The Certificate Administrator may conclusively rely on such
third party calculation.


(e)                                  Notwithstanding the foregoing,
for so long as no Operating Advisor Consultation Event is continuing, the Operating Advisor’s review will be limited to an after-the-action
review of any assessment of compliance, attestation report, Major Decision Reporting Package relating to a Specially Serviced Loan, Final
Asset Status Report and other information requested by and delivered to the Operating Advisor by the Special Servicer or made available
to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year (together with
any additional information and material reviewed by the Operating Advisor) and, therefore, it will have no involvement with respect to
collateral substitutions, assignments, workouts, modifications, consents, waivers, Insurance Policies, mortgagor substitutions, lease
changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions or other similar actions
that the Special Servicer may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced
Mortgage Loan. In addition, with respect to the Operating Advisor’s review of net present value calculations as described above,
the Operating Advisor’s recalculation shall not take into account the reasonableness of Special Servicer’s property and borrower
performance assumptions or other similar discretionary portions of the net present value calculation.




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(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 Control Termination Event is continuing) the Directing
Holder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Excluded Loan) disclose such Privileged
Information to any other Person (including any Certificateholders, other than the Directing Certificateholder), other than (i) to
the extent expressly set forth herein, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information, (ii) pursuant to a Privileged Information Exception or (iii) where necessary to support specific findings
or conclusions concerning allegations of deviations from the Servicing Standard (A) in the Operating Advisor Annual Report or (B) in
connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives
“Privileged Information” from the Operating Advisor with a notice stating that such information is Privileged Information
shall not disclose such Privileged Information to any other Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event is continuing, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan, a Servicing Shift Whole Loan or any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) other than pursuant to a Privileged Information Exception. In addition and for
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to Other Securitizations that involve
the same parties or borrower involved in this securitization, the knowledge of the Operating Advisor gained from performing operating
advisor functions for such Other Securitizations are not imputed to the Operating Advisor performing the obligations hereunder. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of
the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


(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 4.06(a).


(h)                                 As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan or REO Mortgage Loan. As to each Mortgage Loan and each REO Mortgage Loan, the Operating
Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, and in the same manner as interest is calculated on the related
Mortgage Loan or REO Mortgage Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Mortgage Loan is computed.
The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii).


The Operating Advisor shall
be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b),
such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each successor




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Operating Advisor shall be required to acknowledge
and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii), but, with respect to the period when the outstanding Certificate Balances of the Control
Eligible Certificates have not been reduced to zero as a result of the allocation of Realized Losses to such Certificates, only to the
extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor; provided, however, that to
the extent such Operating Advisor Consulting Fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates
have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such Operating Advisor Consulting Fee
shall be payable in full to the Operating Advisor as a Trust Fund expense. When the Operating Advisor has consultation obligations with
respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially
reasonable efforts to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major
Decision in accordance with the Servicing Standard, but only to the extent not prohibited by the related Mortgage Loan documents. The
Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event
shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the
Operating Advisor will have no obligations (with limited exceptions) or consultation rights as Operating Advisor with respect to: (i) any
Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any Serviced AB Whole Loan, if no Control Appraisal Period
is continuing; provided, further, that the Operating Advisor will not be entitled to an Operating Advisor Consulting Fee
with respect to any Non-Serviced Whole Loan.


(i)                                     During a Consultation
Termination Event, the Operating Advisor may be removed upon (i) the written direction of Certificateholders evidencing not less
than 25% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the
Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement
Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt
by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained
by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate
Administrator shall promptly provide written notice to all applicable Certificateholders of such request by posting such notice on the
Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the
solicitation of votes of all applicable




    	 	-278-	 



    


    

Certificates in such regard. Upon the vote
or written direction of Holders of at least 75% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable),
the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any
rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights (arising out of events occurring prior to such termination)) by prior written notice to the Operating Advisor, and the proposed
successor operating advisor will be appointed.


(j)                                     During the continuance
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 Cumulative Appraisal Reduction Amounts to notionally reduce the
Certificate Balance of the Classes of Certificates), the Trustee shall, promptly terminate the Operating Advisor for cause and appoint
a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective until
a successor operating advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.
No such termination shall terminate, change, reduce, or otherwise modify the rights and obligations of the Operating Advisor that accrued
prior to such termination, including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification
rights (arising out of events occurring prior to such termination). The Trustee may rely on a certification by the replacement operating
advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the
Operating Advisor, the Trustee shall, as soon as possible, give written notice of the termination and appointment to the Special Servicer,
the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder (only for so long as no Consultation Termination Event is continuing), any Companion
Holder and the Certificateholders.


(k)                                  The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the 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 will be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event
prior to such waiver from the Trust.


(l)                                     If no Control Termination
Event is continuing, the Directing Certificateholder will have the right to consent, such consent not to be unreasonably withheld, conditioned
or delayed, to the identity of any replacement Operating Advisor appointed pursuant to this Section 3.26; provided,
further, that such consent shall be deemed to have been granted if no objection is made within ten (10) Business Days following
the Directing Certificateholder’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter
be revoked or withdrawn.




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(m)                               The Operating Advisor
may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice to the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Directing
Certificateholder, if applicable, if the Operating Advisor has secured a replacement operating advisor that is an Eligible Operating
Advisor, (b) upon the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible
Operating Advisor and (c) receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor
has been appointed and has accepted such appointment within thirty (30) days of receipt by the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the Directing Certificateholder of the resigning
Operating Advisor’s notice of resignation, the resigning Operating Advisor may petition a court of competent jurisdiction for the
appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall
become effective until the replacement Operating Advisor has assumed the resigning Operating Advisor’s responsibilities and obligations.
The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 3.26(m).


(n)                                 If the Operating Advisor
resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating Advisor Fees and Operating
Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses pursuant to Section 3.26(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 6.04,
the Operating Advisor will have no liability to any Certificateholder for any actions taken or for refraining from taking any actions
under this Agreement, (ii) the Operating Advisor will act solely as a contracting party to the extent set forth in this Agreement,
(iii) the Operating Advisor will have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations
under this Agreement, and will have no duty to any particular Class of Certificates or particular Certificateholders or any third parties,
and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers
Act of 1940, as amended.


(p)                                 With respect to the determination
of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated, each of the Special Servicer and
the Operating Advisor may rely solely on its receipt from the Certificate Administrator of notice thereof pursuant to Section 3.23(m),
and, with respect to any obligations of the Operating Advisor that are performed only during the continuance of an Operating Advisor
Consultation Event, each of the Special Servicer and the Operating Advisor will have no obligation to perform any such duties until the
receipt of such notice or actual knowledge that the Certificate Administrator has posted notice of an Operating Advisor Consultation
Event to the Certificate Administrator’s Website pursuant to Section 3.23(m).


(q)                                 Neither the Operating Advisor
nor any of its Affiliates shall make any investment in any Class of Certificates.




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(r)                                    The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(m) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26(r). Notwithstanding the foregoing,
if the Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


(s)                                  The Operating Advisor
may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors
are consistent with the provisions of this Agreement to the extent such agents or subcontractors satisfy clauses (iii), (iv) and (vi)
of the definition of “Eligible Operating Advisor”; provided that no agent or subcontractor may (i) be affiliated
with a Mortgagor, Sponsor, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing
Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by
an Underwriter, Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the
Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under this
Agreement. The Operating Advisor may enter into an agreement with any agent or subcontractor providing for indemnification of the Operating
Advisor by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


Section 3.27                   Companion Paying Agent. (a)  With respect to each of the Serviced
Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.


(b)                                 No provision of this
Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its
own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined
solely by the express provisions of this Agreement. The Companion Paying Agent is not liable except for the performance of such duties
and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent. In the absence
of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness
of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders
or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements
of this Agreement.




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(c)                                  In the case of each of
the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII, the Master
Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


(d)                                 This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


Section 3.28                   Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with
respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S. If a Companion Holder transfers a Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent will have no liability for any misdirected payment in such
Companion Loan and will have no obligation to recover and redirect such payment.


The Companion Paying Agent
shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder upon written
request and any such Person may, without further investigation, conclusively rely upon such information. The Companion Paying Agent will
have no liability to any Person for the provision of any such name and address.


For the avoidance of doubt,
any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder with respect
to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer (which, unless required
by the related Intercreditor Agreement to be sent to additional parties, shall be satisfied by the delivery to the “master servicer”
under the related Other Pooling and Servicing Agreement) under the Other Pooling and Servicing Agreement.


Section 3.29       
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  If
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


(b)              
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.


(c)              
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the




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Master Servicer, the Special Servicer and the
Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related
Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary
or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


(d)                                 In connection with the
sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished
by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Intercreditor Agreement,
the Special Servicer shall, if no Control Termination Event is continuing, forward such materials to the Directing Certificateholder
for its consent, if such consent is required. The Special Servicer may (with the consent of the Directing Certificateholder if no Control
Termination Event is continuing) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


(e)                                  With respect to any Non-Serviced
Mortgage Loan, the Directing Certificateholder, if no Consultation Termination Event is continuing, or the Special Servicer, during a
Consultation Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its
capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the
related Intercreditor Agreement.


(f)                                    With respect to each
Non-Serviced Mortgage Loan and Serviced Whole Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


(g)                                 On the Servicing Shift
Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the
note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related
Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a copy of such Mortgage
File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead
Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests
in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve
funds and originals of items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the
related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


Upon receipt of notice from
the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift
Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing
Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File
to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the
related Servicing Shift Securitization Date.




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Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information
of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer,
Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


Section 3.30                 Delivery
of Excluded Information to the Certificate Administrator.(a) Any Excluded Information that the Master Servicer, the Special Servicer
or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the
parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file
to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled and delivered
in accordance with this Section 3.30 shall not be separately posted as Excluded Information on the Certificate Administrator’s
Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.30
shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided
under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of
Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with
respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor
will have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.30
until such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit
P-1B to this Agreement. Nothing set forth in this Agreement prohibits the Directing Holder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available on the Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information
in accordance with Section 3.13(a).


(b)              
Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to
such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f).


Section 3.31                 Credit
Risk Retention.


(a)              
The Retaining Sponsor will be required to enter into an agreement with GACC, CREFI and Column (the “Credit Risk Retention
Compliance Agreement”).




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(b)              
 None of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator
or the Custodian shall be obligated to monitor, supervise or enforce the performance of any party under the Credit Risk Retention Compliance
Agreement.


Section 3.32       
Resignation Upon Prohibited Risk Retention Affiliation. Under the Risk Retention Rule, any Subsequent Third Party Purchaser
is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition exists under the Risk Retention Rule, upon the
occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee,
as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or
has become a Risk Retention Affiliate of a Subsequent Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii)
the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, the Subsequent
Third Party Purchaser, any Sponsor or any Underwriter or Placement Agent that the Master Servicer, the Certificate Administrator or the
Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) an officer or manager of the Operating Advisor or the
Asset Representations Reviewer that is responsible for performing the duties of the Operating Advisor or the Asset Representations Reviewer
obtaining actual knowledge that it is or has become a Risk Retention Affiliate of or Risk Retention Affiliated with any Subsequent Third
Party Purchaser or any other party to this Agreement (an “Impermissible Operating Advisor Affiliate” or “Impermissible
Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible Operating
Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”),
then, in each such case the Impermissible Risk Retention Affiliate shall promptly notify the Retaining Sponsor and the other parties to
this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 8.07 or Section 12.03,
as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each
other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required under
this Agreement; provided, however, that if the affiliation causing an Impermissible Risk Retention Affiliate is the result
of the Subsequent Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible
Risk Retention Affiliate, then such costs and expenses will be an expense of the Trust.


Section 3.33           Litigation Control.


(a)              
With respect to any Serviced Mortgage Loan (other than any Excluded Special Servicer Loan), any Serviced Companion Loan or any
related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute
and/or defend any action brought by a Mortgagor, guarantor, other obligor on the related Mortgage Note or any Affiliates thereof (each
a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both the Trust and
the Master Servicer are named) and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests
of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the Trust, or of the Mortgagor
or other Borrower-Related Party




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under the related Mortgage Loan documents,
or with respect to the related Mortgaged Property or other collateral securing such Mortgage Loan (or related Whole Loan), or otherwise
with respect to the enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the Master Servicer is named in any Trust-Related Litigation but the Special Servicer is not
named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related Litigation), the Master Servicer
shall notify the Special Servicer of such litigation as soon as reasonably practicable but in any event no later than within ten (10)
Business Days of the Master Servicer receiving service of such Trust-Related Litigation.


(b)              
With respect to any Non-Specially Serviced Loan and to the extent the Master Servicer is named in the Trust-Related Litigation,
and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by Section
3.33(a) above, the Master Servicer shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis)
status reports to the Special Servicer regarding such Trust-Related Litigation; (ii) use reasonable efforts to have the Trust replace
the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to such lawsuit,
consult with, and take direction from, the Special Servicer with respect to material decisions and material monetary settlements related
to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel. If and/or when
the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Trust-Related Litigation as provided
in Section 3.33(a) above, the Master Servicer shall no longer have the reporting obligations set forth above and the Special Servicer’s
selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably withheld. Further,
if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party at the request of any other such party
shall enter into a joint defense agreement in accordance with Section 3.33(h) below.


(c)              
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until (A) it has notified in writing the Directing Holder
(prior to a Control Termination Event and other than with respect to an Excluded Loan) (to the extent the identity of the Directing Holder
is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator
as to the identity of the Directing Holder) and the related holder of any Serviced Companion Loan (if such matter affects such related
Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer)
and (B) the Directing Holder (prior to a Control Termination Event and other than with respect to an Excluded Loan) has not objected in
writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing
Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed
that if such written objection has not been received by the Special Servicer within such five (5) Business Day period, then the Directing
Holder shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and any related Serviced
Companion Loan holders, the Special Servicer may take such action without waiting for the Directing Holder’s response.




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(d)              
 Notwithstanding anything to the contrary in this Section 3.33, neither the Special Servicer nor the Master Servicer shall
follow any advice, direction or consultation provided by the Directing Holder (or any party to this Agreement) that would require or cause
the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard,
require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause
the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder
or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust REMIC
created hereunder to fail to qualify as a REMIC for federal income tax purposes or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s
or the Master Servicer’s, as applicable, responsibilities under this Agreement.


(e)              
Notwithstanding the right of the Special Servicer provided under this Section 3.33 to represent the interests of the Trust
in Trust Related Litigation, the Master Servicer shall retain the right at all times to make determinations relating to material and direct
claims against the Master Servicer where a settlement by the Special Servicer has not otherwise been resolved pursuant to the terms of
subsection (g) below, including but not limited to the right to engage separate counsel, to make settlement decisions and to appear in
any proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification
as and to the extent provided in this Agreement.


(f)               
Further, nothing in this Section 3.33 shall require the Master Servicer or the Special Servicer to take or fail to take
any action which, in the Master Servicer’s or Special Servicer’s reasonable judgment, may (i) cause any Trust to fail to qualify
as a REMIC for federal income tax purposes, result in the imposition of “prohibited transaction” or “prohibited contribution”
tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause the Master Servicer or the Special Servicer
to violate the Servicing Standard, (iii) result in a violation of applicable law or the Mortgage Loan documents or (iv) subject the Master
Servicer or the Special Servicer to liability or materially expand the scope of the Master Servicer’s or Special Servicer’s
obligations under this Agreement.


(g)              
In the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
shall settle on behalf of the Master Servicer or Special Servicer, as applicable, any Trust-Related Litigation without such party’s
consent unless: (i) such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief
on the part of the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer are each fully
released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement,
and payment of such cost or judgment is provided for in this Agreement, (iii) each of the Master Servicer and the Special Servicer is
and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling
the Trust-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special Servicer
shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer or the Special
Servicer, as applicable, provides the Master Servicer or the Special Servicer, as applicable, with assurance reasonably




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satisfactory to the Master Servicer or the
Special Servicer, as applicable, as to the items in clauses (i), (ii), (iii) and (iv).


(h)              
In the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, to the extent that
the Master Servicer and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable
efforts to enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section 3.33.


(i)                  This
Section 3.33 shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the
Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


(j)                  Notwithstanding
the foregoing, and subject to the requirements of the final sentence in Section 3.01(b) and subject to the power of attorney (i)
in the event that any action, suit, litigation or proceeding names the Certificate Administrator, the Trustee or the Custodian, as applicable,
in its individual capacity, or in the event that any judgment is rendered against the Certificate Administrator, the Trustee or the Custodian,
as applicable, in its individual capacity, the Certificate Administrator, the Trustee or the Custodian, as applicable, upon prior written
notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on its own
behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii)
in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating to one
or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written
consent of the Certificate Administrator, the Trustee or the Custodian, as applicable, (A) initiate an action, suit, litigation or proceeding
in the name of the Certificate Administrator, the Trustee or the Custodian, as applicable, whether in such capacity or individually,
(B) engage counsel to represent the Certificate Administrator, the Trustee or the Custodian, as applicable, (C) settle any claim giving
rise to liability to the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, in its individual
capacity or (D) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other
similar action with the intent to cause, and that actually causes, the Certificate Administrator, the Trustee or the Custodian, as applicable,
to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible
for any delay due to the unwillingness of the Certificate Administrator, the Trustee or the Custodian, as applicable, to grant such consent);
and (iii) in the event that any court finds that the Certificate Administrator, the Trustee or the Custodian, as applicable, is a necessary
party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Certificate
Administrator, the Trustee or the Custodian, as applicable, shall have the right to retain counsel and appear in any such proceeding
on its own behalf in order to protect and represent its interests, whether as the Certificate Administrator, the Trustee or the Custodian,
as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided that nothing
in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation, with
the consent or consultation of the Directing Holder




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(prior to a Control Termination Event or Consultation
Termination Event, respectively, and other than with respect to an Excluded Loan), to the extent required in Section 3.33(c)) from
initiating any action, suit, litigation or proceeding in its name as representative of the Trustee of the Trust. References to Mortgage
Loans (including references to Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section 3.33 shall mean Serviced
Mortgage Loans.


(k)              
Notwithstanding the foregoing or anything to the contrary in this Section 3.33, this Section 3.33 shall not apply
to any Trust-Related Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such
Trust-Related Litigation is commenced or at any time during the continuance of such Trust-Related Litigation, 3650 REIT Loan Servicing
LLC is no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective or (ii)
the Depositor, any Sponsor, any Mortgage Loan Seller, any Placement Agent, any Underwriter, or any of their respective affiliates is an
adverse party (with respect to the Trust, the Master Servicer or the Special Servicer) in such Trust-Related Litigation or holds any interest
which is adverse to the Trust, the Master Servicer or the Special Servicer, unless otherwise agreed to in writing by each of the Master
Servicer and/or the Special Servicer, as applicable, and the Depositor, Sponsor, Mortgage Loan Seller, Placement Agent, Underwriter, or
affiliate that is such a party or holds such interest. In each case under clauses (k)(i) and (ii) above, the applicable
party listed above shall use reasonable efforts to provide notice of such occurrence to the Master Servicer and/or the Special Servicer,
as applicable, pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special
Servicer relating to any Trust-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and
apart from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph,
the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with
respect to servicing in this Agreement.


Section 3.34       
Certain Matters with Respect to Joint Mortgage Loans.


(a)              
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.34(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the
provisions of this Section 3.34 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment
to this Agreement that provides otherwise, and except as provided herein, such Mortgage Loan shall continue to be serviced under this
Agreement. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement
that the terms set forth in this Section 3.34 with respect to the servicing and administration of such Joint Mortgage Loan
shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased or, by way of substitution,
otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until
such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.34,
Section 13.01(l) and Section 13.08(a) only, “Mortgage Note”




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shall mean with respect to any Joint Mortgage
Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint
Mortgage Loan and shall not be a collective reference to such promissory notes.


(b)              
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


(i)               
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note
shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor
(including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage Note shall be collected
as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each
related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.34(b)(ii). Payments
or any other amounts received with respect to the related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing
Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable at the Administrative Cost Rate and any other amounts
due to the Master Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied
in accordance with this Agreement, subject to Section 3.34(b)(ii). If any Joint Mortgage Loan to which this Section 3.34
applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and
shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan
Seller Percentage Interest, subject to Section 3.34(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any
Joint Mortgage Loan subject to this Section 3.34 shall be allocated to each related Mortgage Note, pro rata based upon
the respective unpaid principal balances thereof.


(ii)               If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the
Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating
solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on
Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage
Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal
balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan
other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage
Loan and payable to the applicable Repurchasing Mortgage Loan Seller.




    	 	-290-	 



    


    

(iii)              A
Joint Mortgage Loan to which this Section 3.34 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such Joint
Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under the applicable
Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only
Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased Note were a
Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer, the Special
Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased Note.
All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance
with this Agreement.


(iv)            
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising
Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer
and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note were a
Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special
Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related
Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the
Master Servicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver
to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced Pari Passu Companion
Loan hereunder.


(v)                             Notwithstanding any of the foregoing to the contrary, with respect to The Grace Building Mortgage Loan, the terms of the related
Intercreditor Agreement shall continue to apply to all of the Mortgage Notes comprising such Mortgage Loan, including any Repurchased
Note.


(c)                                      If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.34 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.




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(d)              
 If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan
Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this Section 3.34
applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation
shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing
Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or
such other person or entity with respect thereto.


(e)                  Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Holder and any consultation rights
of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of any of the Repurchased
Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the
related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting the generality
of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any modification, waiver or amendment
of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral
securing, and/or permit the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service
and administer as contemplated by this Section 3.34, without the consent of the related Repurchasing Mortgage Loan Seller,
subject, however, to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


(f)               
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section 3.34
applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set
forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


(g)              
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,
the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s
Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable
Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts
due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any




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amounts related to any Mortgage Loans or any
other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable Repurchasing
Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing
Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery.
This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan
Seller shall not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


(h)              
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


(i)               
 The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as
a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable
Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents
to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full
release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and
the related Mortgaged Property all in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller
agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller
shall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect
to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided
that the Master Servicer or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall
not initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any
action with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any
state.


(j)              
  Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided
by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.



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Article IV



distributions TO CERTIFICATEHOLDERS


Section 4.01       
Distributions.


(a)              
On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall
be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier
Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in
the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


(i)                     first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, the Class A-5 Certificates and the Class A-SB Certificates, pro rata (based upon their respective entitlements
to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
in respect of such Classes of Certificates for such Distribution Date;


(ii)                 
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates in reduction of the Certificate Balances
thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount
up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced
to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class A-1
Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1
Certificates has been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been
reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in subclauses (1), (2) and (3) above have
been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to
zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in subclauses (1), (2), (3) and (4) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced
to zero; (6) sixth, to the Holders of the Class A-5 Certificates, in an amount up to the Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4) and (5)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been
reduced to zero




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and (7) seventh, to the Holders
of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclauses (1), (2), (3), (4), (5) and (6) above have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on
or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates,
pro rata (based on their respective Certificate Balances and without regard to the Class A-SB Planned Principal Balance) in an
amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each Class of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


(iii)                third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4
Certificates, the Class A-5 Certificates and the Class A-SB Certificates, first, (i) up to an amount equal to, and pro
rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then (ii) up to an amount equal
to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(iv)                 fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(v)                 
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced
to zero;


(vi)                   sixth,
to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(vii)               seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(viii)             eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates on such




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Distribution Date), until the outstanding
Certificate Balance of the Class B Certificates has been reduced to zero;


(ix)                 ninth, to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(x)                   tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xi)                 eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the
Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


(xii)               twelfth,
to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xiii)              thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xiv)             fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and the Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class D Certificates has been reduced to zero;


(xv)                fifteenth, to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xvi)               sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;




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(xvii)            seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D
Certificates have been reduced to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced to zero;


(xviii)          eighteenth,
to the Holders of the Class E-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xix)              nineteenth,
to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xx)               twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F-RR
Certificates has been reduced to zero;


(xxi)              twenty-first,
to the Holders of the Class F-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xxii)             twenty-second,
to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xxiii)         twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-RR and Class F-RR Certificates have been reduced to zero, to the Holders of the Class G-RR
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-RR Certificates and Class F-RR Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class G-RR Certificates has been reduced to zero;




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(xxiv)        twenty-fourth,
to the Holders of the Class G-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xxv)          twenty-fifth,
to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-RR Certificates and Class G-RR Certificates have been reduced to zero, to the Holders of the Class J-RR
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-RR Certificates and Class G-RR Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class J-RR Certificates has been reduced to zero;


(xxvii)      twenty-seventh,
to the Holders of the Class J-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


(xxviii)    twenty-eighth,
to the Holders of the Class NR-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


(xxix)        twenty-ninth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-RR Certificates, Class F-RR Certificates, Class G-RR Certificates and Class J-RR Certificates
have been reduced to zero, to the Holders of the Class NR-RR Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E-RR Certificates,
Class F-RR Certificates, Class G-RR Certificates and Class J-RR Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class NR-RR Certificates has been reduced to zero;


(xxx)            thirtieth,
to the Holders of the Class NR-RR Certificates, first, up to an amount equal to the unreimbursed Realized Losses previously allocated
to such Class, then, interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and




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(xxxi)            thirty-first,
to the Class R Certificates (in respect of the Class UR Interest), any amounts remaining in the Upper-Tier REMIC Distribution
Account.


If, in connection with any
Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of
payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly
notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the
revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate
Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely
on the basis of the actions described in the preceding sentence.


In addition, on the first
Distribution Date, solely from funds transferred to the Trust for such purpose by the Depositor, the Class P Certificates will receive
a payment of $100, which will be deemed a payment of principal on their respective REMIC regular interest principal balances for federal
income tax purposes.


(b)              
[Reserved]


(c)              
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable
to the Holders of the respective Related Certificates as provided in Section 4.01(a), Section 4.01(d), and Section 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate Balance
of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates, in each case to
the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph
are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account.


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto, as adjusted
for the allocation of Realized Losses, as provided in Section 4.04(b) and Section 4.04(c). The initial principal
balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate
with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.


Any amount that remains in
the Lower-Tier REMIC Distribution Account on each Distribution Date, after distribution of the Lower-Tier Distribution Amount
and distribution of Yield Maintenance Charges pursuant to Section 4.01(e), shall be distributed to the Holders of the Class R
Certificates in respect of the Class LR Interest (but only to the extent of the Available




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Funds for such Distribution Date remaining
in the Lower-Tier REMIC Distribution Account, if any).


(d)              
While the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any
further distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01 and the last sentence of Section 4.04(a).


(e)              
Funds on deposit in the Distribution Account on each Distribution Date that represent Yield Maintenance Charges received by the
Trust with respect to any Mortgage Loan or REO Mortgage Loan during the related Collection Period, in each case net of any Liquidation
Fees payable therefrom, shall be distributable as follows: if, during any particular Collection Period, any Yield Maintenance Charge is
collected and allocable with respect to any Mortgage Loan, then on the Distribution Date corresponding to that Collection Period, the
Certificate Administrator shall pay that Yield Maintenance Charge in the following manner: (a) pro rata, between (i) the
group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and
Class A-S Certificates, and (ii) the group (the “YM Group B” and collectively with the YM Group
A, the “YM Groups”) of Class B, Class C, Class D and Class E-RR Certificates, based upon the aggregate
amount of principal distributed to the Classes of Certificates in each YM Group on such Distribution Date; and (b) as among
the respective Classes of Certificates in each YM Group in the following manner: on a pro rata basis in accordance with their
respective entitlements in those Yield Maintenance Charges, to each Class of Certificates in such YM Group in an amount equal to
the product of (x) a fraction whose numerator is the amount of principal distributed to such Class of Certificates on such Distribution
Date and whose denominator is the total amount of principal distributed to all of the Certificates in such YM Group on such Distribution
Date, (y) the Base Interest Fraction for the related principal prepayment with respect to such Class of Certificates, and (z) the
aggregate amount of such Yield Maintenance Charge allocated to such YM Group. Any Yield Maintenance Charges collected during the
related Collection Period remaining after such distributions described in the preceding paragraph shall be allocated to the Class P Certificates.


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any Principal
Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge, and with respect to any principal prepayment
on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class A-S, Class B, Class C, Class D and Class E-RR Certificates is a fraction (a) whose
numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate of such Class of Certificates
and (ii) the Discount Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge
with respect to such principal prepayment and (b) whose denominator is the greater of zero and the difference between (i) the
Net Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Net Mortgage
Rate of such Serviced Whole Loan) and (ii) the Discount Rate used in accordance with the related Mortgage Loan documents in calculating
the Yield Maintenance Charge with respect to such principal prepayment; provided, however, that under no circumstances shall
the Base Interest Fraction be greater than 1.0 or less than zero. If such Discount Rate is greater than or equal to the lesser of (x) the
Net Mortgage Rate on the related Mortgage Loan or Serviced Whole Loan, as applicable,




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and (y) the Pass-Through Rate described
in the preceding sentence, then the Base Interest Fraction shall equal zero; provided that if such Discount Rate is greater than
or equal to the Net Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, but less than the Pass-Through Rate
described in the preceding sentence, then the Base Interest Fraction shall equal 1.0. If a Mortgage Loan provides for a step-up in the
Net Mortgage Rate, then the Net Mortgage Rate used in the determination of the Base Interest Fraction shall be the Net Mortgage Rate in
effect at the time of the prepayment.


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Yield Maintenance Charge collected on any prepaid Mortgage
Loan or REO Mortgage Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if a discount
rate was used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO
Mortgage Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent
yield, or (ii) if a discount rate was not used in the calculation of the applicable Yield Maintenance Charge pursuant to the terms
of the relevant Mortgage Loan or REO Mortgage Loan, as the case may be, the yield calculated by the linear interpolation of the yields
(as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release
H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed
prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related
stated Maturity Date), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519)
is no longer published, the Servicer shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant
maturities, and the Servicer shall incur no liability with respect thereto. The Servicer shall notify the Certificate Administrator in
writing of its designation of an alternate index and the Certificate Administrator shall post same on its website as a “special
notice”.


(i)                         No
Yield Maintenance Charge shall be distributed to the Holders of the Class F-RR Certificates, Class G-RR Certificates, Class
J-RR Certificates, Class NR-RR Certificates or Class R Certificates. After the Certificate Balances of the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-SB
Certificates, Class A-S Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E-RR Certificates have been reduced to zero, Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed
to the Holders of the Class P Certificates.


(ii)                      All
distributions of Yield Maintenance Charges made (i) in respect of the respective Classes of Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the related Loan REMIC to the Lower-Tier
REMIC in respect of the related Loan REMIC Regular Interest, if applicable, and then from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect of each
such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.




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(f)               
 On each Distribution Date, the Certificate Administrator shall determine if there will be any shortfalls in interest or principal
to any Class of Certificates that would occur on such Distribution Date without the inclusion of the Gain-on-Sale Remittance Amount in
the definition of “Available Funds” and shall remit all amounts on deposit in the Gain-on-Sale Reserve Account to the Collection
Account to be included as part of the applicable Available Funds. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR
Interest.


(g)              
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Section 4.01(i), Section 4.01(j) and Section 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related
Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder has provided the Certificate Administrator with written
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address
in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of
such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such
final distribution.


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters will have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.


(h)              
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses
previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no
later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b)
a notice in electronic format to the effect that:


(i)                         the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon




    	 	-302-	 



    


    

presentation and surrender of such Certificates
at the offices of the Certificate Registrar or such other location therein specified; and


(ii)                      no
interest shall accrue on such Certificates from and after such Distribution Date.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order
to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment
and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the
first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No
interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


(i)                
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a), or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior
Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address
of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon the
aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned
uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate
Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had
failed to surrender its Certificates.


(j)                
[Reserved].


(k)              
Each Loan REMIC Regular Interest’s share of all payments made on the related Mortgage Loan (other than any Default Interest
and amounts distributable to the related Loan REMIC Residual Interest in accordance with the related REMIC Declaration) shall be deemed
to be paid at the time payments are made under the related Mortgage Loan (in the case of




    	 	-303-	 



    


    

interest, at the Mortgage Rate of such Mortgage
Loan) and then deposited in the Lower-Tier REMIC before payments are made to the Trustee as Holder of the Lower-Tier Regular Interests,
and shall be treated as principal, interest and Yield Maintenance Charges, as the case may be, based on these characterizations with respect
to such Mortgage Loan (or related REO Property), except where expressly noted and, in addition, any payment of principal on or reduction
in the Stated Principal Balance of such Mortgage Loan shall reduce the principal balance of the related Loan REMIC Regular Interest. Any
portion of the Available Funds attributable to such Mortgage Loans on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(i) through Section 3.05(a)(xxii) shall be distributable to the Class R Certificates
in respect of amounts distributed on the Loan REMIC Residual Interests from the Loan REMIC Residual Distribution Account. Servicing Fees,
Trustee Fees and Operating Advisor Fees with respect to these Mortgage Loans shall be deemed paid by the Lower-Tier REMIC in determining
the Net Mortgage Rate of the related Loan REMIC Regular Interest, and all other servicing compensation or unanticipated expenses with
respect to such Mortgage Loans payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Operating Advisor shall be deemed payable by the related Loan REMIC.


(l)                  On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Serviced Companion Loan in the following order of priority:


(i)                         to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


(ii)                      to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable
to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole Loan related
to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;


(iii)                   to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


(iv)                  to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


All distributions from the
Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire
transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent
therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto
is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to




    	 	-304-	 



    


    

the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at a commercial bank in the United States.


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall
distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were
transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer Remittance Date.


Section 4.02       
Distribution Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


(i)                                     the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


(ii)                                  the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


(iii)                              the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together with
detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


(iv)                              the aggregate Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


(v)                                 the aggregate amount of unscheduled payments received;


(vi)                              the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


(vii)                           the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90-119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially
serviced or




    	 	-305-	 



    


    

in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


(viii)                        the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


(ix)                               the Available Funds for such Distribution Date;


(x)                                  the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of each Class of Certificates for such
Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall for such Distribution
Date allocated to such Class of Certificates;


(xi)                               the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to Yield Maintenance
Charges;


(xii)                            the Pass-Through Rate for each Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


(xiii)                        the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans;


(xiv)                         the Certificate Balance of each Class of Certificates immediately before and immediately after such Distribution Date, separately
identifying any reduction therein as a result of the allocation of any Realized Loss, on such Distribution Date and the aggregate amount
of all reductions as a result of allocations of Realized Losses in respect of the Principal Balance Certificates to date;


(xv)                            the Certificate Factor for each Class of Certificates (other than the Class P and Class R Certificates) immediately following
such Distribution Date;


(xvi)                   the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


(xvii)                      the current Controlling Class;


(xviii)                   the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


(xix)                         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;




    	 	-306-	 



    


    

(xx)                            a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


(xxi)                         all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


(xxii)                     in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c) and Section 4.01(f);


(xxiii)                   the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses;


(xxiv)                   the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


(xxv)                      with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full), (A) the
loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of any Realized Loss
allocated to the Principal Balance Certificates in connection with such Liquidation Event;


(xxvi)                   with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries with
respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number of the
related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination
(separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the amount of any Realized Loss allocated
to the Principal Balance Certificates in respect of the related REO Mortgage Loan in connection with the determination;


(xxvii)                the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxviii)            the aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case of the
first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxix)                    the then-current credit support levels for each Class of Certificates;




    	 	-307-	 



    


    

(xxx)                       the aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxxi)                    a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


(xxxii)                a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


(xxxiii)             an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


(xxxiv)             [Reserved].


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxv), (xxvi) and (xxxiv) above, the amounts must be expressed
as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue of its receipt from another party
for the purposes of posting of such information to the Certificate Administrator’s Website or by its filing of information, including
but not limited to EDGAR pursuant to this Agreement.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (ii) above
as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder,
together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b) the Certificate
Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the Asset Review Report was delivered.


(b)              
[Reserved].


(c)              
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information the
Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating
Agencies or any Certificateholder or any prospective




    	 	-308-	 



    


    

Certificateholder that has provided the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the
extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such
information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in
this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s or Special Servicer’s
Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only such
parties listed above may access such information including, without limitation, requiring registration, a confidentiality agreement and
acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, is not liable for dissemination of this information
in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer will be responsible for any information delivered,
produced, or made available pursuant to Section 3.13 and 4.02(c), other than information produced by the Master Servicer
or the Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect
to the form and substance of such information or reports. The Master Servicer may attach to any report provided pursuant to this subsection,
any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each
report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate
Administrator nor the Depositor is obligated to recompute, verify or recalculate the information provided thereto by the Master Servicer.
Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous
information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders
in accordance with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating
Realized Losses to the Certificates in accordance with Section 4.04.


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant to
this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of
Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable
belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer
or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).


(d)              
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in
any case,




    	 	-309-	 



    


    

has delivered an Investor Certification to
the Depositor and the Certificate Administrator, as soon as reasonably practicable, at the expense of the requesting party, the Certificate
Administrator shall make available to the requesting party such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Person, for purposes of satisfying applicable reporting
requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator will
have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available information so furnished
to any person including any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information
so furnished which was prepared or delivered to them by another.


(e)              
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)               
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information is in the
Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special Servicer, shall
provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable) any
Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible to the
Directing Certificateholder or such Controlling Class Certificateholder on account of it constituting Excluded Information, as applicable,
through the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to
any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder
will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may
conclusively rely. In addition, the Master Servicer and the Special Servicer may conclusively rely on delivery from the Directing Certificateholder
or a Controlling Class Certificateholder, of an Investor Certification substantially in the form of Exhibit P-1D that such
Directing Certificateholder or Controlling Class Certificateholder, is not an Excluded Controlling Class Holder with respect
to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).






    	 	-310-	 



    


    

Section 4.03        P&I
Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be
made in respect of the related Distribution Date to be made in respect of the related Distribution Date, (ii) apply amounts
held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such
obligation to make P&I Advances or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating
the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to
make P&I Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and
replaced by the Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the
extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of
which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount
of P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans for a Distribution Date and (ii) the amount
of any Nonrecoverable P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans for such Distribution Date. If
the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the
Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, unless the Master Servicer has cured such failure (and provided written notice of such cure to the Trustee and
the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. If the Master Servicer fails to
make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by
4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I
Advance equal to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans and any REO
Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but
shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


(b)              
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and all Mortgage Loans and REO Mortgage Loans, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan)
and any REO Mortgage Loan during the related Collection Period and delinquent as of the close of business on the Business Day preceding
the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to
each Mortgage Loan delinquent in respect of its Balloon Payment as of the close of business on the Business Day preceding the related
P&I Advance Date (including any REO Mortgage Loan as to which the related Balloon Payment would have been past due), an amount equal
to the Assumed Scheduled Payment (net of any collections of previously unadvanced principal and interest (adjusted to the related Net
Mortgage Rate) received with respect to such Mortgage Loan or REO Mortgage Loan, as applicable, during the related Collection Period)
therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Mortgage Loan, shall continue until the Distribution
Date




    	 	-311-	 



    


    

on which the proceeds, if any, received in
connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
Neither the Master Servicer nor the Trustee shall make or be permitted to make any P&I Advances with respect to any Companion Loan.
The Special Servicer shall not make any P&I Advances on any Mortgage Loan or Companion Loan.


(c)              
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer
will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced
Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer or
the Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance,
the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of
such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written notice from
the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined
in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under
the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA
that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination,
determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan,
will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer is not required to make any additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may
be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, or otherwise.


(d)              
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;
provided, however, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until
after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date




    	 	-312-	 



    


    

but on or prior to the related P&I Advance
Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.17, as soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


(e)              
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Balloon Payment or any P&I Advance with respect to any Companion Loan and (ii) if
an Appraisal Reduction Amount has been determined to exist with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole
Loan, an “appraisal reduction amount” (or similar item has been made in accordance with the related Non-Serviced PSA and the
Master Servicer has notice of such appraisal reduction amount), then in the event of subsequent delinquencies thereon, the interest portion
of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged
that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the
interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause 4.03(e)(ii),
and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan,
the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal
to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related
Distribution Date.


(f)               
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan or with respect to any cure payment by the holder of any Serviced Subordinate Companion Loan. The Master Servicer or the Trustee,
as the case may be, shall make P&I Advances on the basis of the original terms of any Mortgage Loan, including Mortgage Loans subject
to forbearance agreements or other temporary deferrals of payment accommodations, unless (a) the terms of the Mortgage Loan have been
permanently modified to reduce or forgive a monetary obligation or (b) such P&I Advance has been determined to be a Nonrecoverable
Advance.


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made
on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (i) the
aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal
Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts
pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be
Nonrecoverable Advances) of the Mortgage Loans and any REO Mortgage Loans expected to be outstanding immediately following such Distribution
Date, is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions
of principal on such Distribution Date (any such deficit, the “Realized Loss”). Any allocation of Realized Losses to
a Class of Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. The allocation of Realized
Losses shall constitute an allocation of




    	 	-313-	 



    


    

losses and other shortfalls experienced by
the Trust. Reimbursement of previously allocated Realized Losses do not constitute distributions of principal for any purpose and do not
result in an additional reduction in the Certificate Balance of the applicable Certificate in respect of which any such reimbursement
is made. With respect to any Certificate, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from
principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently
recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes
of Principal Balance Certificates that previously were allocated Realized Losses and in the case of Realized Losses, in sequential order
according to the priority of payments for such Class of Certificates (and in the case of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-SB Certificates, on a pro rata basis according to the amount of unreimbursed Realized
Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance
Certificates.


(b)              
(i)  On each Distribution Date, the Certificate Balance of any Class of Principal Balance Certificates will be reduced
without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such
Distribution Date. Any such write-off shall be allocated first, to the Class NR-RR Certificates, second, to the Class
J-RR Certificates, third, to the Class G-RR Certificates, fourth, to the Class F-RR Certificates, fifth,
to the Class E-RR Certificates, sixth, to the Class D Certificates, seventh, to the Class C Certificates,
eighth, to the Class B Certificates, ninth, to the Class A-S Certificates, and then, pro rata (based
on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


(c)              
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a)
or Section 4.04(b) with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of the Related
Lower-Tier Regular Interest with respect thereto as a write-off.


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For
purposes of (x) determining the Non-Reduced Certificates and the Controlling Class (and whether a Control Termination Event
or Consultation Termination Event is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal
of the Special Servicer or the Operating Advisor, Appraisal Reduction Amounts and Cumulative Appraisal Reduction Amounts (with respect
to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to the respective Classes of Principal
Balance Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of
each such Class is reduced to zero (i.e., first, to the Class NR-RR Certificates, second, to the Class
J-RR Certificates, third, to the Class G-RR Certificates, fourth, to the Class F-RR Certificates, fifth,
to the Class E-RR Certificates, sixth, to the Class D Certificates, seventh, to the Class C Certificates,
eighth, to the Class B Certificates, ninth, to the Class A-S Certificates, and finally, pro rata based
on their respective Certificate Balances, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates).


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Special Servicer shall calculate




    	 	-314-	 



    


    

whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to
such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon the Master Servicer obtaining
knowledge or receiving notice that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly
request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal
with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate whether
a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following
receipt by the Master Servicer of the appraisal and any other information set forth in the immediately preceding clause (i)
that the Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB
Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced
Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt
of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly
notify the Master Servicer thereof. None of the Master Servicer (with respect to Mortgage Loans other than any Non-Serviced Mortgage Loan),
the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Trustee nor the Certificate Administrator shall calculate or verify
any Collateral Deficiency Amount.


For purposes of determining
the Controlling Class or whether a Control Termination Event or Consultation Termination Event is continuing, Collateral Deficiency
Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated to each Class of Control Eligible Certificates
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of
Control Eligible Certificates is reduced to zero (i.e., first, to the Class NR-RR Certificates, second, to the Class
J-RR Certificates, third, to the Class G-RR Certificates and fourth, to the Class F-RR Certificates). For the
avoidance of doubt, for purposes of determining the Controlling Class or whether a Control Termination Event or Consultation Termination
Event is continuing, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance
with this Section 4.05(a).


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or determining the Voting Rights of
the related Classes for purposes of removal of the Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount
or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or whether a Control Termination Event
or Consultation Termination Event is continuing, the appraised value of the related Mortgaged Property shall be determined on an “as
is” basis.


The Master Servicer or the
Special Servicer, in each case with respect to amounts required to be calculated by such party, shall promptly notify the Master Servicer
or Special Servicer, as applicable, and the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
to the Certificate Administrator shall be made by delivery of such information included in the CREFC® Loan Periodic Update File in
accordance with




    	 	-315-	 



    


    

Section 3.12(d)), any Collateral
Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced
Whole Loan (which notification may be satisfied through delivery of such information included in the CREFC® Appraisal Reduction Amount
Template included in the CREFC® Investor Reporting Package in accordance with Section 3.12(d) or such other report or
reports mutually agreed upon between the Master Servicer and the Certificate Administrator) and the Certificate Administrator shall promptly
post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable,
to the Certificate Administrator’s Website. Based on information in its possession, the Certificate Administrator shall determine
from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling
Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including
the identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling Class as
set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense of the Trust).


(b)              
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at
any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”)
as a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have
the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced
Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders,
the “Requesting Holders”) if an event has occurred at, or with respect to, the related Mortgaged Property or Mortgaged
Properties that would have a material effect on its appraised value. The Special Servicer shall use its reasonable best efforts to cause
such second Appraisal to be (i) delivered within thirty (30) days from receipt of the Requesting Holders’ written request and
(ii) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same
MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an
additional Appraisal).


(ii)                                  Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental appraisal. If required by such recalculation,
the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall,
if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount, if applicable. In addition, the Requesting Holders of any Appraised-Out Class shall
have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material
effect on its appraised value, and the Special Servicer shall use its




    	 	-316-	 



    


    

reasonable efforts to obtain such Appraisal
from an MAI appraiser reasonably acceptable to the Special Servicer within thirty (30) days from receipt of the Requesting Holders’
written request; provided that the Special Servicer is not required to obtain such Appraisal if it determines in accordance with
the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would
have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties. An Appraised-Out Class shall
be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of the Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable), unless the Requesting Holders provide written notice of their intent
to challenge such Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) to the Special Servicer and the Certificate
Administrator within such 10-day period as described above. If the Requesting Holders provide this notice, then the Appraised-Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related
Appraisal Reduction Event, unless the Special Servicer provides the second appraisal within such 120-day period, (ii) the determination
by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable)
is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence
of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise the rights of the Controlling Class,
the rights of the Controlling Class shall be exercised by the next most senior Class of Control Eligible Certificates, if any, unless
a recalculation results in the reinstatement of the Appraised-Out Class as the Controlling Class.


(c)              
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has remained current for three consecutive Periodic Payments,
and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan during the preceding three
months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced
Whole Loan)), the Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the
Master Servicer (and, with respect to a Serviced Whole Loan, the Master Servicer shall, upon receipt of such notification from the Special
Servicer, promptly notify the related Other Master Servicer, Other Special Servicer and Other Trustee) of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer
as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable, and calculate or recalculate, as applicable, and promptly following receipt of any such Appraisal or performance of such
valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall promptly deliver a copy thereof
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) while no Consultation Termination
Event is continuing and (ii) other than with respect to any Excluded Loan) the Directing Holder; provided, however,
that no new or updated Appraisal shall be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under contract to be sold
within ninety (90) days of such Appraisal Reduction




    	 	-317-	 



    


    

Event or anniversary thereof and the Special
Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b)) and receipt of information reasonably requested by the Special Servicer from the Master
Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession or reasonably
obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) while no Consultation Termination Event is continuing
and (ii) other than with respect to an Excluded Loan) the Directing Holder, the amount and calculation or recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable,
and such report shall be delivered in the CREFC® Appraisal Reduction Amount Template format; provided, however,
that the Special Servicer is not liable for failure to comply with such duties insofar as such failure results from a failure of the Master
Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise
comply with its obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related
Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the Other Servicer, to the extent required by the related Intercreditor Agreement, of such Other Securitization into which the related
Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special
Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal
Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace
the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan
or Serviced Whole Loan, as applicable. If no Consultation Termination Event is continuing (and other than with respect to an Excluded
Loan), the Special Servicer shall consult with the Directing Holder with respect to any Appraisal, valuation or downward adjustment in
connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b),
the Special Servicer is not required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage
Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special
Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with
respect to the related Mortgaged Property within the six-month period immediately prior to the occurrence of such Appraisal Reduction
Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity
of such Appraisal or valuation. For the avoidance of doubt, none of the Master Servicer, the Trustee or the Certificate Administrator
shall calculate or verify any Appraisal Reduction Amount.


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession reasonably required to determine, calculate, redetermine
or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following
the Special Servicer’s reasonable request therefor (which request shall be made promptly, but in no event later than ten (10) Business
Days, after the Special




    	 	-318-	 



    


    

Servicer’s receipt of the applicable
Appraisal or preparation of the applicable internal valuation); provided that the Special Servicer’s failure to timely make
such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special
Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


(d)              
Any Mortgage Loan (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan
previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan), and with respect to which no
other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced PSA.


(e)              
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in
the related Intercreditor Agreement, then, first, to the related Subordinate Companion Loan(s) (until its principal balance is notionally
reduced to zero by such Appraisal Reduction Amounts) and then, pro rata, to the related Mortgage Loan and any related Pari Passu
Companion Loan(s). Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with
the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between
the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), based upon their respective outstanding
principal balances.


Section 4.06       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and
beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating
to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being
made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged
Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating
Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and
collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted
and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate
Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special




    	 	-319-	 



    


    

Servicer, the Certificate Administrator or
the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate
Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall
make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as applicable; provided that the Certificate Administrator is not responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If
the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion,
that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable
Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception,
(vi) that answering any Inquiry would, or is reasonably expected to, result in a waiver of an attorney-client privilege or the disclosure
of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it is not required to answer
such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the Directing
Holder as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry if the
Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered
shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special
Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole
discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, (vi) that
answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from
the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer
the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed
to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective
Affiliates will certify to any of the information




    	 	-320-	 



    


    

posted in the Investor Q&A Forum and no
such party will have any responsibility or liability for the content of any such information. The Certificate Administrator is not required
to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating
Advisor is not required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


(b)              
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with
respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry
shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization to the
Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five (45)
days from the date of such certification to persons entitled to access to the Investor Registry. Such Person shall then be asked to enter
certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain optional fields
such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator
that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its registration),
the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator is not responsible for
verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of
any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


(c)              
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such
parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been
previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each
such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@Midlandls.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such
Rating Agency Inquiry as provided below, shall reply by e-mail to the Certificate Administrator. The 17g-5 Information Provider shall
post (within a commercially




    	 	-321-	 



    


    

reasonable period of time following receipt
of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A
Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a
separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator,
the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry
would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any
Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure
of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result
in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with
the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment
of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or the Special
Servicer, as applicable, under this Agreement, it is not required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5
Information Provider by e-mail of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency
Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document
Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the
Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and
Document Request Tool and no such party will have any responsibility or liability for the content of any such information. The 17g-5
Information Provider is not required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer
thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating
Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are not submitted via
the 17g-5 Information Provider’s Website.


Section 4.07       
Secure Data Room. (a) The Certificate Administrator shall create a Secure
Data Room within 120 days following the Closing Date. The Depositor shall upon the receipt of each Mortgage Loan Seller’s Diligence
File Certificate, deliver to the Certificate Administrator within 120 days following the Closing Date, an electronic copy of the Diligence
Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate
Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the
Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided
that the Certificate Administrator has received the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h),
any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt
by the Certificate Administrator of a certification substantially in the form of Exhibit RR (which shall be sent via e-mail to
trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website). In no case whatsoever




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shall Certificateholders be permitted to access
the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or
information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


(b)              
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information
contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. If any document or information is posted
in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator
shall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the
Secure Data Room. The Certificate Administrator will not be responsible or held liable for any other Person’s use or dissemination
of the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result
of its own negligence, bad faith or willful misconduct. The Certificate Administrator is not required to restrict access to the Secure
Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary
to perform its duties and responsibilities under this Agreement.


(c)              
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the
costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the
Certificate Administrator is not required to delete any Diligence File from the Secure Data Room. Following the termination of the Trust
pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room.
Upon deletion, in no event is the Certificate Administrator obligated to reproduce or retrieve such deleted files.


[End of ARTICLE IV]


Article V



THE CERTIFICATES


Section 5.01       
The Certificates. (a)  The Certificates will be substantially
in the respective forms of Exhibits A-1 through and including A-17, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as




    	 	-323-	 



    


    

may, in the reasonable judgment of the Certificate
Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Registered Certificates
will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples
of $1.00 in excess thereof. The Non-Registered Certificates (other than Class P and Class R Certificates) will be issuable in
minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess
thereof. If the Original Certificate Balance of any Class does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance that includes the excess
of (i) the Original Certificate Balance of such Class over (ii) the largest integral multiple of $1.00 that does not exceed
such amount. The Class R Certificates shall be issued, maintained and transferred in minimum Percentage Interests of 10% of such
Class R Certificates and in integral multiples of 1% in excess thereof. The Class P Certificates shall be issued, maintained
and transferred in minimum Percentage Interests of 10% of such Class P Certificates and in integral multiples of 1% in excess thereof.


(b)              
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate is not 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.


(c)              
During the Transfer Restriction Period, the HRR Certificates shall only be held as Definitive Certificates in the Retained Certificate
Safekeeping Account by the Certificate Administrator (and the Retaining Party’s respective interest shall be tracked in the form
of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account), as custodian
for and for the benefit of the Holder of the related Certificates. The Certificate Administrator shall hold such Risk Retention Certificates
in safekeeping and shall release the same only upon receipt of written instructions from the holder of the Risk Retention Certificates,
the Retaining Sponsor and the Depositor, of the termination of the Transfer Restriction Period or of the Retaining Party’s intent
to transfer pursuant to Section 5.03(i) in each case in accordance with any additional authentication procedures as may be
utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the Risk Retention Certificates
in accordance with the provisions of this Agreement, the Certificate Administrator will have no obligation or liability with respect to
the safekeeping of the Risk Retention Certificates. There shall be, and hereby is, established by the Certificate Administrator an account
which shall be designated the “Retained Certificate Safekeeping Account” and into which the HRR Certificates shall be held
and which shall be governed by and subject to this Agreement and the Credit Risk Retention Compliance Agreement. The 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 HRR Certificates shall be remitted to the Retained Certificate Safekeeping Account
but shall be remitted directly to the Holder of the HRR Certificates in accordance with written instructions (which shall




    	 	-324-	 



    


    

be in the form of Exhibit WW to this
Agreement) provided separately by the Holder of the HRR Certificates to the Certificate Administrator. Under no circumstances by virtue
of safekeeping the HRR Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings
against any person on behalf of the Holder of the HRR Certificates or the Retaining Sponsor or (ii) have any obligation to monitor, supervise
or enforce the performance of any party under the related Credit Risk Retention Compliance Agreement. The Certificate Administrator may
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 the Retained Certificate Safekeeping Account and will 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 HRR Certificates. During the Transfer Restriction Period, the Certificate Administrator shall hold the Definitive Certificate representing
the HRR Certificates at the location below, or any other location; provided that the Certificate Administrator has given notice
to the Holder of the HRR Certificates of such new location:


Computershare Trust Company,
N.A.

Attn: Security Control and Transfer (SCAT)

425 E Hennepin Avenue

Minneapolis, MN 55414


On the Closing Date, the
Certificate Administrator shall deliver written confirmations to the Depositor, the Retaining Sponsor and the Retaining Party substantially
in the form of Exhibit VV to this Agreement evidencing its receipt of the HRR Certificates and to the Depositor.


The Certificate Administrator
shall make available to the Holder of the HRR Certificates and the Retaining Sponsor a statement of the Retained Certificate Safekeeping
Account as mutually agreed upon by the Certificate Administrator, the Retaining Sponsor and the Holder of the HRR Certificates, and in
accordance with the Certificate Administrator’s policies and procedures. Any transfer of the HRR Certificates shall be subject to
ARTICLE V of this Agreement.


(d)              
In the event a Subsequent Third-Party Purchaser seeks to cause the release of any HRR Certificates from the Retained Certificate
Safekeeping Account, the Subsequent Third-Party Purchaser shall simultaneously deliver to the Certificate Administrator, the Retaining
Sponsor and the Depositor (i) an executed written request for such release in the form of Exhibit D-5 and (ii) an executed written
request for the Retaining Sponsor’s consent to such release substantially in the form of Exhibit D-7. The Certificate Administrator
may not consent to, or otherwise permit, any such release without obtaining the Retaining Sponsor’s countersigned request for consent.
The Certificate Administrator shall be indemnified and held harmless for any release in connection with the preceding, in accordance with
the terms set forth in Section 8.03. The Certificate Administrator will have no further obligations with respect to the safekeeping
of such released Certificates.


(e)              
[Reserved].






    	 	-325-	 



    


    

Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor
to an Affiliate thereof or by the Underwriters or Placement Agents to the Retaining Party) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then either:


(a)              
Each Class of the Non-Registered Certificates (other than the HRR Certificates, Class P and Class R Certificates) sold
to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act
shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons,
substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with
the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository
or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate
may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in
respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the
Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


On the Closing Date, the
Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver
to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby appointed
the initial Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate
Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.




    	 	-326-	 



    


    

(b)                Certificates of each Class of Non-Registered Certificates (other than the HRR Certificates during the Transfer Restriction Period)
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry
Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the
Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


(c)              
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the HRR Certificates, the Class P 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 by the Certificate Registrar in the name of such investors
or their nominees who have provided the Certificate Registrar with an Investment Representation Letter in the form of Exhibit C,
and the Certificate Registrar shall deliver the Certificates for such Non-Book Entry Certificates (other than the HRR Certificates) to
the respective beneficial owners or owners. For the avoidance of doubt, the Class P Certificates, the Class R Certificates and the
HRR Certificates shall only be in the form of Definitive Certificates (in the case of the HRR Certificates, only during the Transfer Restriction
Period).


(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S
Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry
Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders
under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth




    	 	-327-	 



    


    

herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the
Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures.


(e)              
[Reserved].


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being
the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other
things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered
Certificates represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate
and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding
the HRR Certificates as Definitive Certificates on behalf of the Holder of HRR Certificates and (iii) transmitting to the Depositor,
the Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by the
Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive
Certificates) referred to in this Section 5.03.


(b)                 Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)              
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance
with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,
a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the
Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and
(3) a certificate in the form of Exhibit I given by the holder of such beneficial interest stating that the transfer
of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant
to and in accordance with




    	 	-328-	 



    


    

Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or
cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream,
or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


(d)              
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account
of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J given by the holder of
such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to
the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from
the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that
is being exchanged or transferred.


(e)              
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate




    	 	-329-	 



    


    

deposited with the Certificate Registrar as
custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the same Class, or
to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer
of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to
be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the
form of Exhibit K given by the holder of such beneficial interest and stating that the Person transferring such interest in
the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C from the Transferee to the effect that such Transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the
Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account
of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L from the holder of a beneficial interest
in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S
Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated




    	 	-330-	 



    


    

Regulation S Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream
of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence
that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S
Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse
the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by
the amount so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the
Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


(g)                  Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) a Class R
Certificate, (b) a Class P Certificate or (c) an HRR Certificate during the Transfer Restriction Period) wishes at any time to
exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to
transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and
the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the
appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions
from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the
applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase and
(3) a certificate in the form of Exhibit M (if the applicable Book-Entry Certificate is the Temporary Regulation S
Book-Entry Certificate), in the form of Exhibit N (if the applicable Book-Entry Certificate is the Regulation S
Book-Entry Certificate) or in the form of Exhibit O (if the applicable Book-Entry Certificate is the Rule 144A
Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such
Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the Transferor a new Non-Book Entry Certificate
equal to the aggregate Certificate Balance of the portion retained by such Transferor and shall instruct the Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry
Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial
interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate
so canceled. Upon the written direction of the Depositor (which may be by e-mail to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate,
the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.




    	 	-331-	 



    


    

(h)              
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(c) and Section 5.02(d), no Non-Book Entry Certificate shall be issued to a
Transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


(i)                   Transfers
of Risk Retention Certificates. During the Transfer Restriction Period, if a Transfer of any Risk Retention Certificate is to be
made, then the Certificate Administrator shall facilitate such transfer in conjunction with the Certificate Registrar and shall refuse
to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the following, sent to the address
provided in Section 13.05: (A) a letter from the Risk Retention Certificateholder instructing the Certificate Administrator
of its intentions to release the Risk Retention Certificate from the Retained Certificate Safekeeping Account and to transfer such Risk
Retention Certificate, in the form of Exhibit D-7, (B) a certification from such Certificateholder’s prospective Transferee
substantially in the form of Exhibit D-5, which such certification must be countersigned by the Retaining Sponsor,
(C) a certification from the Certificateholder desiring to effect such transfer substantially in the form of Exhibit D-6,
which such certification must be countersigned by the Retaining Sponsor and the Depositor (who shall sign promptly upon request of the
Retaining Sponsor), (D) a W-9 completed by the Transferee and (E) wire instructions and contact information of the Transferee. Upon receipt
of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.01(c) and Section 5.03(a),
facilitate the transfer of the Risk Retention Certificate and reflect such Risk Retention Certificates in the name of the prospective
Transferee and shall deliver written confirmation of such transfer and the safekeeping of such Risk Retention Certificate substantially
in the form of Exhibit VV. For the avoidance of doubt, in no event shall a Risk Retention Certificate be held as a Book-Entry
Certificate during the Transfer Restriction Period. At all times after the Transfer Restriction Period, the Risk Retention Certificates
may be transferred subject to the restrictions on transfer set forth in this Article V and upon the Certificate Registrar’s
receipt of (A) a certification from such Certificateholder’s prospective Transferee substantially in the form of Exhibit D-5,
which such certification must be countersigned by the Retaining Sponsor and (B) a certification from the Certificateholder desiring
to effect such transfer substantially in the form of Exhibit D-6, which such certification must be countersigned by the
Retaining Sponsor and the Depositor (who shall sign promptly upon request of the Retaining Sponsor). Any attempted or purported transfer
in violation of this Section 5.03(i) shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the Transferor of any obligations with respect to the applicable Certificates.


(j)                   Other
Exchanges. If a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


(k)              
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers
of interests in the Temporary Regulation S




    	 	-332-	 



    


    

Book-Entry Certificate to U.S. persons
(as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of subsection (e) above.


(l)                 If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer
set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S
under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


(m)            
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)              
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Placement Agents) of any such Certificate shall be made unless the Trustee and Certificate Administrator has received a representation
letter from the proposed purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1, to the
effect that such proposed purchaser or Transferee is not and will not become (A) an employee benefit plan or other plan subject to the
fiduciary responsibility or prohibited transaction provisions of ERISA or to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”) that is, to a material
extent, similar to Section 406 of ERISA or Section 4975 of the Code (each, a “Plan”) or (B) any person acting on behalf
of any such Plan or using the assets of any such Plan (including any entity whose underlying assets include plan assets within the meaning
of U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA) to purchase ERISA Restricted Certificates,
other than an insurance company purchasing and holding such Certificates with the assets of its general account under circumstances that
meet all the requirements under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, where the purchase, holding and disposition of such Certificate will not constitute or result in a non-exempt violation
of Similar Law). Each transferee of an interest in an ERISA Restricted Certificate represented by a Book-Entry Certificate shall be deemed
to represent that it is not a Person described in clause (A) or (B) of the preceding sentence. Any transfer, sale, pledge
or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n) shall be deemed absolutely
null and void ab initio, to the extent permitted under applicable law.


In addition, each beneficial
owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA
Plan”) or is acting on behalf of or using the assets of an ERISA Plan, shall be deemed to have represented and warranted that
(i) none of the Depositor, the Sponsors, the Underwriters, the Placement Agents, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer or any of their respective affiliated entities,
has provided any




    	 	-333-	 



    


    

investment advice within the meaning of Section
3(21) of ERISA (and 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)              
No Class R or Class P Certificate may be purchased by or transferred to any prospective purchaser or Transferee that is or
will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including any entity whose underlying assets include
plan assets within the meaning of U.S. Department of Labor Reg. Section  2510.3-101, as modified by Section 3(42) of ERISA) to purchase
such Class R or Class P Certificate. Each prospective Transferee of a Class R or Class P Certificate shall deliver to the Transferor
and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the
prospective Transferee is not a Plan or a person acting on behalf of or using the assets of a Plan (including any entity whose underlying
assets include plan assets within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA).
Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest
no rights in any purported Transferee and shall not relieve the Transferor of any obligations with respect to the applicable Certificates.


(p)              
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


(i)                                     Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual
Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the
beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence of this
Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who
is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)                                  No Residual
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express written
consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall
not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership Interest,
the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and the proposed
Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the form attached
as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that such proposed
transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid




    	 	-334-	 



    


    

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. Tax Person, (5) the proposed Transferee will not transfer
the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed Transferee has
actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, and (6) the proposed Transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(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 D-2 (the “Transferor
Letter”), that the proposed Transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee and
has no actual knowledge or reason to know that the proposed Transferee’s statements in its Transferee Affidavit are false.


(iii)                               Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, that
the Certificate Registrar is not required to conduct any independent investigation to determine whether a proposed Transferee is a Permitted
Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization
or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later
than sixty (60) days after a request for information from the Transferor of such Residual Ownership Interest or such agent, the Certificate
Registrar agrees to furnish to the Internal Revenue Service and the Transferor of such Residual Ownership Interest or such agent such
information necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited
to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof)
for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee
for computing and furnishing such information to the Transferor or to such agent referred to above; provided, however,
that such Persons shall in no event be excused from furnishing such information.


(q)              
The Class P and Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(r)               
[Reserved].


(s)               
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate




    	 	-335-	 



    


    

Administrator reasonably believes are applicable
under the Code. The consent of Certificateholders or payees is not required for such withholding, and the Certificateholders shall be
required to provide the Certificate Administrator with such forms and other such information reasonably required by the Certificate Administrator.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any
Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld
to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this Agreement.


(t)                
Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


(i)                                   Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account or
for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class P and Class R Certificates)
is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate
for its own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set forth
in this Section 5.03(t), or (C) (except with respect to the Class P and Class R Certificates) is an institution
that is not a United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.


(ii)                                Such Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except (A)
to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule
144A, (B) (except with respect to the Class P and Class R Certificates) to an institution that is a non-United States Securities
Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class P and Class R
Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with
any applicable federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


(iii)                             Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer
or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such transfer
of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification that
the transfer complies with such restrictions, as described in this Section 5.03(t).




    	 	-336-	 



    


    

(iv)                             Such Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the
characteristics of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule,
regulation, charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04,
the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Registrar, and any agent of any of them, may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement
and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar, nor any agent of any of them shall be affected by
any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing
any report, statement or other information required to be distributed to Certificateholders has been provided an Investor Certification,
such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or prospective Transferee).


Section 5.06       
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 Certificateholder
proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the
Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Certificateholder, by receiving
and holding a Certificate, agrees that the Certificate Registrar will not be held accountable by reason of the disclosure of any such
information as to the list of




    	 	-337-	 



    


    

the Certificateholders hereunder, regardless
of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


The Certificate Administrator
shall include in any Form 10-D any written request received in accordance with Section 11.04(a) prior to the Distribution
Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners
exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special Notice”)
regarding the request to communicate shall include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator
has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


In verifying the identity
of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the Certificateholder or Certificate
Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further verification
or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate, the Certificate
Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate Owner that it is
the beneficial owner of a Certificate, (y) the name of the transaction, 2022-PF2, and (z) one of the following documents confirming
ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have any
obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely
on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate
will be paid by the Trust.


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55415 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location
of the Certificate Register or any such office or agency.


Section 5.08       
Appointment of Certificate Administrator. (a)  Computershare
Trust Company, National Association is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement.
If the Certificate Administrator resigns or is terminated, a successor certificate administrator shall be appointed in accordance with
the




    	 	-338-	 



    


    

procedures set forth in Section 8.07,
which must satisfy the eligibility requirements set forth in Section 8.06.


(b)              
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties.


(c)              
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of
the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance therewith.


(d)              
The Certificate Administrator is not personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)              
 The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve
the Certificate Administrator of its duties or obligations hereunder.


(f)               
The Certificate Administrator is not responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


Section 5.09       
[Reserved].


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail
with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
different procedures are otherwise described herein with respect to a specific vote:


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which
shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related
ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive
Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered
in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot,




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unless a specific manner is otherwise provided
herein. Holders may only vote in accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates
shall be calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote.
Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed,
votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion
of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall be bound
by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


(c)                The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after
the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include
the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In
addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in
accordance with the methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice
on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All vote
tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new
vote for the same proposition.


(d)              
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions
other than process-related questions regarding the administration of the vote.


(e)              
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the
Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all
such votes require a majority of Certificateholders to carry a proposition.


[End of ARTICLE V]






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Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE Special Servicer, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
Holder


Section 6.01                    Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
(a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)                                         The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement;


(ii)                                      The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either
(B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


(iii)                                   The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


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


(v)                                     The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith
and reasonable judgment, is likely to




    	 	-341-	 



    


    

materially and adversely affect either
the ability of the Master Servicer to perform its obligations under this Agreement or the financial condition of the Master Servicer;


(vi)                                  No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


(vii)                               The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07;


(viii)                            No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the Master
Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other than (A) such
consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained, made or given prior
to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack of such consent, approval,
authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the
Master Servicer under this Agreement; and


(ix)                                    To the actual knowledge of the Master Servicer, Master Servicer is not Risk Retention Affiliated with the Retaining Party.


(b)                                      The Special Servicer
hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating
Advisor, as of the Closing Date, that:


(i)                                         The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;


(ii)                                      The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either
(B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or its financial condition;




    	 	-342-	 



    


    

(iii)                                   The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


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


(v)                                     The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith
and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or the financial condition of the Special Servicer;


(vi)                                  No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement;


(vii)                               The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07; and


(viii)                            No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or
the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization
or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this
Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its
obligations hereunder.


(c)                    
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer, as of
the Closing Date, that:


(i)                                         The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York, and the Operating




    	 	-343-	 



    


    

Advisor is in compliance with the laws
of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)                                      The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of
either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its
obligations under this Agreement or its financial condition;


(iii)                                   The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


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


(v)                                     The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s good
faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its
obligations under this Agreement or the financial condition of the Operating Advisor;


(vi)                                  The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(f);


(vii)                               No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;




    	 	-344-	 



    


    

(viii)                            No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or
the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization
or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under
this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform
its obligations hereunder;


(ix)                                    The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


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


(d)                    
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


(i)                                         The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)                                      The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or
any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations Reviewer
or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


(iii)                                   The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


(iv)                                  This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,




    	 	-345-	 



    


    

reorganization, receivership, moratorium
and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


(v)                                     The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;


(vi)                                  No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


(vii)                               The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07(f);


(viii)                            No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except
for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset
Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect
on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)                                    The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)                  
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon receipt of written notice or actual knowledge of any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
that materially and adversely affects the interests of any party to this Agreement or the Certificateholders, the party with such actual
knowledge or that has received written notice of such breach shall give prompt written notice (to the extent such notice has not already
been given) to the other parties hereto, each certifying Certificateholder, and, if no Control Termination Event is continuing, the Directing
Holder.






    	 	-346-	 



    


    

Section 6.02                    Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by,
and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer herein.


Section 6.03                    Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a)  Subject to subsection (b)
below, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each will
keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization,
and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is
or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion
Loans and to perform its respective duties under this Agreement.


(b)                                      The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be)
to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person,
in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”),
as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor
shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such
merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates
and Companion Loan Rating Agency Confirmations are received with respect to any Serviced Companion Loan Securities; provided, further,
that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving
Entity under applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as
applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a Companion Loan Rating Agency Confirmation; provided,
further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other
Securitization, is subject to the reporting




    	 	-347-	 



    


    

requirements of the Exchange Act, if the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other
Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered
that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization
(and specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor
or the depositor in such Other Securitization, as the case may be, has consented (which consent shall not be unreasonably withheld or
delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain
the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated
with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person
is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is
the Surviving Entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other
Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, has failed to notify
the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination,
in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such
consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s
servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 7.01.


Section 6.04                    Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that (i) this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties or representations made by it
herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of
such party’s obligations or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the
Master Servicer (including in its capacity as Companion




    	 	-348-	 



    


    

Paying Agent), the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer,
shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation, and of enforcement of this indemnity (including any
legal or administrative action, whether in law or in equity) or claim relating, or related to, or connected with this Agreement, the Mortgage
Loans, the Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the performance of such party’s obligations or duties
hereunder, or by reason of negligent disregard of such party’s obligations or duties; or (iv) in the case of the Depositor
and any of its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any violation
by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court
order), neither the Trustee nor the Certificate Administrator (including in its capacity as Custodian) shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. Each of the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the
Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s
certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
financial statement, agreement, Appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance
with this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented
by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel
shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


(b)                                      None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided, however, that
each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in its
discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case of any




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Serviced Whole Loan, the rights of the Certificateholders
and the holders of any related Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu
nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related
Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole
Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account
if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate
to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used
to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses
and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as
provided by Section 3.05(a)(xii).


(c)                                       Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the
Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity) that any of them may sustain arising
from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may
be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or
the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor,
the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special
Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust
to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such
claim (with counsel reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer
or the Special Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim
is materially prejudiced thereby.


(d)                                      Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in




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its capacity as Companion Paying Agent), the
Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator),
the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager
employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement of this indemnity)
that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify
the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the
defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s
defense of such claim is materially prejudiced thereby.


(e)                                       The Depositor agrees
to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including costs of enforcement
of this indemnity) that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor
if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such
claim is materially prejudiced thereby.




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(f)                                         The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (including costs of enforcement of this indemnity) that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee,
the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


(g)                                      Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties hereunder.


(h)                                      The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses (including costs of enforcement of this indemnity) that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the
case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder,




    	 	-352-	 



    


    

whereupon the Asset Representations Reviewer
shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense
of such claim is materially prejudiced thereby.


(i)                                          The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced
Operating Advisor, Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified
Parties”) and the securitization trust formed under the Non-Serviced PSA, shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property
under the applicable Non-Serviced PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties
in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer.


Section 6.05                    Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03, neither
the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them
except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it or (b) in the case of the Master Servicer or the
Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master servicer or special servicer,
as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and
Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities. Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of
Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (if no Consultation Termination Event is continuing)
the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee
or a successor master servicer or successor special servicer, as applicable, has assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer
or the Special Servicer will become effective until the Certificate Administrator




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has filed any required Form 8-K pursuant to
Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05,
the Master Servicer or the Special Servicer, as applicable, may appoint any successor master servicer or special servicer with respect
to this Section 6.05; provided that, such successor master servicer or special servicer must not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (if no Control Termination Event is continuing) such successor
special servicer is approved by the Directing Holder, such approval not to be unreasonably withheld. The resigning party 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 6.05. Except as provided in Section 7.01(c), in no event may the Master
Servicer or the Special Servicer appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer,
as applicable, is terminated or removed pursuant to Section 7.01.


Section 6.06                    Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the
Master Servicer or the Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer and the Special
Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the
Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special
Servicer under this Agreement or otherwise.


Section 6.07                    The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not
the Master Servicer, the Special Servicer or an Affiliate thereof.


Section 6.08                     The Directing Holder. (a)  The Directing Holder shall be entitled
to advise (1) the Special Servicer with respect to all Specially Serviced Loans other than any applicable Excluded Loan as to the
Directing Holder, (2) the Special Servicer, with respect to Major Decisions relating to Non-Specially Serviced Loans (other than
any applicable Excluded Loan) and (3) generally, the Special Servicer with respect to all Mortgage Loans for which an extension of maturity
is being considered by the Special Servicer.


If the Master Servicer receives
a Mortgagor request for a Major Decision or Special Servicer Decision, the Master Servicer shall promptly forward such request to the
Special Servicer and shall have no further obligations with respect to such Major Decision or Special Servicer Decision. The Special Servicer
shall process such request, unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process
such request subject to the consent of the Special Servicer and other the consents or consultations required by this Section 6.08(a).




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Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to Section 6.08(b) and the third and fourth paragraphs
of this Section 6.08(a), (i) the Master Servicer shall not take any action that constitutes a Major Decision, and, (ii) for
so long as no Control Termination Event is continuing, the Special Servicer shall not take any of the following actions (each a “Major
Decision”) (and shall not consent to the Master Servicer’s taking any action constituting a Major Decision), other than
with respect to an Excluded Loan, as to which the Directing Holder has objected in writing within ten (10) days (or in the case of a determination
of an Acceptable Insurance Default, twenty (20) days) after receipt of the written recommendation and analysis from the Special Servicer
(provided that if such written objection has not been received by the Special Servicer within such ten (10) day (or twenty (20)
day) period, then such Directing Holder shall be deemed to have approved such action):


(i)                                 any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;


(ii)                              initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan documents or with respect to the related
Mortgagor or Mortgaged Property following a default or event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Whole Loan or any acceleration of such Mortgage Loan or Serviced Whole Loan, as the case may be;


(iii)                           any modification, consent to a modification or waiver of any monetary term (including, without limitation, reserve amounts and
cash flow triggers, but excluding late fees and Default Interest) or material non-monetary term (including, without limitation, a
COVID Modification, the timing of payments, acceptance of discounted pay-offs, provisions governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the related Mortgagor and provisions regarding the receipt of financial statements
(other than an immaterial timing waiver including late financial statements);but excluding waivers of Default Interest or late payment
charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan
other than as expressly permitted pursuant to the terms of the related Mortgage Loan documents;


(iv)                          any sale of a Defaulted Loan or any REO Property (other than in connection with the termination of the Trust) for less than the
applicable Purchase Price (excluding any expenses incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee in respect of the breach or document defect giving rise to a repurchase or substitution obligation under
a Mortgage Loan Purchase Agreement);


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




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(vi)                          any waiver of
a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Whole Loan if lender consent is required, or any consent to such waiver or consent to a transfer
of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer
or incurrence of debt as may be effected without the consent of the lender under the related Loan Agreement or related to an immaterial
easement, right of way or similar agreement;


(vii)                       approving any request to incur additional debt in accordance with the terms of the related Mortgage Loan documents in circumstances
where no lender discretion is required other than confirming that the conditions in the related Mortgage Loan documents have been satisfied
(including determining whether any applicable terms or tests are satisfied);


(viii)                    any property management company changes or franchise changes to the extent the lender is permitted to consent or approve under
the Mortgage Loan documents;


(ix)                            any determination of an Acceptable Insurance Default;


(x)                               any modification, consent to a modification or waiver of any term of any intercreditor or similar agreement (which will not include
any amendments to split or re-size notes consistent with the terms of any Intercreditor Agreement as to which the consent of the holder
of the related Mortgage Loan is not required) related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
or any action to enforce rights with respect thereto;


(xi)                            approving leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements
or other similar agreements for (i) all ground leases, including any determination whether to cure any Mortgagor defaults relating to
any ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area at
the related Mortgaged Property so long as it is reviewable by the lender under the related Mortgage Loan documents;


(xii)                         approving annual budgets for the related Mortgaged Property with respect to (a) any Mortgage Loan with a debt service coverage
ratio below 1.25x (to the extent lender approval is required under the related Mortgage Loan documents) when such annual budgets provide
for (1) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (2) payments to Persons
or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed
to at the origination of the related Mortgage Loan or Serviced Whole Loan), or (b) any Mortgage Loan that is in a cash trap period;


(xiii)                      agreeing to
any modification, waiver, consent or amendment of the related Mortgage Loan or Whole Loan in connection with a defeasance if such




    	 	-356-	 



    


    

proposed modification, waiver, consent
or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than
defaults relating to transfers of interest in the related Mortgagor or the existing collateral or material modifications of the existing
collateral), (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance
collateral other than direct, non-callable obligations of the United States would be permitted or (iii) a modification that would permit
a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment;


(xiv)                     approving any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit,
other than (a) customary tax and insurance releases, (b) any other routine and/or customary escrow and reserve fundings or disbursements
of amounts less than $175,000 for which the satisfaction of performance-related criteria is not required pursuant to the terms of the
related Mortgage Loan documents, and (c) any request for a funding or disbursement as mutually agreed upon by the Master Servicer and
the Special Servicer;


(xv)                        approving requests for any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan if
lender discretion is required (including determining whether any applicable terms or tests are satisfied); provided that, in any
case, Major Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of the
Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; (ii) the release, substitution
or addition of collateral securing any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan in connection with
a defeasance of such collateral; or (iii) requests that are related to any condemnation action that is pending, or threatened in writing,
and would affect a non-material portion of the related Mortgaged Property;


(xvi)                     approving rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s
ability to make payments with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan
to such rights of way and easements;


(xvii)                  approving any transfers of an interest in the Mortgagor under a Mortgage Loan (other than a Non-Serviced Mortgage Loan), unless
such transfer (i) is allowed under the terms of the related Mortgage Loan documents without the exercise of any lender approval or discretion
other than confirming the satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan documents that do
not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of such Mortgagor
or to a Person acquiring less than a majority interest in such Mortgagor and (ii) does not involve incurring new mezzanine financing or
a change in control of the Mortgagor; and




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(xviii)               any approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified
in the related Mortgage Loan documents and there is no lender discretion provided for in the related Mortgage Loan documents, including
determining whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are
immaterial and there is no lender discretion provided for in the related Mortgage Loan documents, including determining whether any conditions
precedent have been satisfied), and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather
than to the restoration of the Mortgaged Property;


provided, however, that notwithstanding
the foregoing, the Master Servicer and Special Servicer may mutually agree, as contemplated by Section 3.18(a), that the Master
Servicer will process and obtain the prior consent of the Special Servicer with respect to any Major Decision or Special Servicer Decision
with respect to any Non-Specially Serviced Loan (which consent shall be deemed received by the Master Servicer if the Special Servicer
does not respond within ten (10) days (or twenty (20) days, in the case of an Acceptable Insurance Default) of delivery to the Special
Servicer of the Master Servicer’s written recommendation and analysis, and all information in the Master Servicer’s possession
that is reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to any
Serviced Companion Loan Holder under any related Intercreditor Agreement to consent to a Major Decision); provided that, the Master
Servicer shall, without the need for any such mutual agreement between the Master Servicer and the Special Servicer, process any Major
Decision described in subclauses (i) and (ii) of clause (xiii) of this definition of “Major Decision”
with respect to any Non-Specially Serviced Loan; provided, further, that, if the Special Servicer or Master Servicer (if
the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with
respect to a Major Decision or Special Servicer Decision, or (i) any other matter requiring consent of the Directing Holder with
respect to any Mortgage Loan other than an Excluded Loan and only if no Control Termination Event is continuing, or (ii) any matter
requiring consultation with the Directing Holder or the Operating Advisor is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case may
be)), such servicer may take any such action without waiting for the Directing Holder’s response (or without waiting to consult
with the Directing Holder or the Operating Advisor, as the case may be), provided that such servicer shall provide the Directing
Holder (or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation
of the basis therefor; provided, however, that the Special Servicer is not required to obtain the consent of the Directing
Certificateholder for any Major Decision during a Control Termination Event. In addition, other than with respect to an Excluded Loan,
if no Control Termination Event is continuing, the Directing Holder, subject to any rights, if any, of the related Companion Holder to
advise the Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing
Holder may deem advisable or as to which provision is otherwise made herein.




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If a Control Termination
Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred and is continuing, the Special
Servicer shall consult with the Directing Holder in connection with any Major Decision not relating to any Non-Serviced Mortgage Loan
or Excluded Loan (and any other actions which otherwise require consultation with the Directing Holder prior to a Consultation Termination
Event hereunder) and consider alternative actions recommended by the Directing Holder in respect thereof. If the Special Servicer receives
no response from the Directing Holder within 10 days following its written request for input on any required consultation, the Special
Servicer is not required to consult with the Directing Holder on the specific matter; provided, however, that the failure
of the Directing Holder to respond shall not relieve the Special Servicer from consulting with the Directing Holder on any future matters
with respect to the related Mortgage Loan (other than a Non-Serviced Mortgage Loan or any Excluded Loan) or Serviced Whole Loan.


Notwithstanding anything
herein to the contrary, no such advice, direction or objection by, from or on the part of the Directing Holder or Operating Advisor contemplated
in this Section 6.08(a), may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage
Loan or related Intercreditor Agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole
Loan, subject to the rights of the holders of the related Companion Loan) including without limitation the obligation of the Master Servicer
and the Special Servicer to act in accordance with the Servicing Standard, expose the Trust or any party to this Agreement to liability,
materially expand the scope of its responsibilities hereunder or constitute an action or inaction that, in its reasonable judgment, is
not in the best interests of the Certificateholders.


If the Special Servicer or
the Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder or any advice from the Operating Advisor
or the Directing Holder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan,
applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as
applicable, shall disregard such refusal to consent or advise and notify the Operating Advisor or the Directing Holder, and the Trustee
and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing
Holder and the Operating Advisor that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any
other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


The Directing Holder will
have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action, or for
errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against any liability
to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the
performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed
to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the
Directing Certificateholder may take actions that favor the interests of one or more Classes of Certificates including the Holders of
the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder may have special




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relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties
or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder will not
be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and
that the Directing Certificateholder will have no liability whatsoever for having so acted, and no Certificateholder may take any action
whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


Any Non-Serviced Whole Loan
Controlling Holder, with respect to a Non-Serviced Whole Loan, will have no liability to the Trust or the Certificateholders for any
action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced Whole Loan,
may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced PSA including
the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced Whole
Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced
Whole Loan Controlling Holder, will not be liable to any Certificateholder, by reason of its having acted solely in the interests of the
Holders of the controlling class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling Holder, with respect
to such Non-Serviced Whole Loan, will have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever
against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee,
agent or principal thereof for having so acted.


(b)                                      Notwithstanding anything
to the contrary contained herein (i) during a Control Termination Event (and at any time with respect to any Excluded Loan), the
Directing Holder will have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) during
a Control Termination Event while no Consultation Termination Event is continuing, the Directing Holder shall remain entitled to receive
any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and any other applicable
party shall consult with the Directing Holder (other than with respect to any Excluded Loan) to the extent set forth herein in connection
with any action to be taken or refrained from taking; and (iii) during a Consultation Termination Event, the Directing Holder
(at any time with respect to any Excluded Loan) will have no direction, consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or
any other rights as Directing Holder.


(c)                                       While 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 Directing Holder’s approval or deemed approval of such
Major Decision Reporting Package; provided, however, that with respect to any Non-Specially




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Serviced Loan, no Major Decision Reporting
Package is required to be delivered to the Operating Advisor while no Operating Advisor Consultation Event is continuing. During an Operating
Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Special Servicer shall provide each Major Decision
Reporting Package to the Operating Advisor simultaneously with the Special Servicer’s written request for the Operating Advisor’s
input regarding the related Major Decision (which written request and Major Decision Reporting Package may be delivered in one notice),
as set forth under Section 6.08. With respect to any particular Major Decision and/or related Major Decision Reporting Package
or any Asset Status Report (including any Final Asset Status Report) required to be delivered by the Special Servicer to the Operating
Advisor, the Special Servicer shall make available to the Operating Advisor a servicing officer 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.


In addition, for so long
as an Operating Advisor Consultation Event is continuing, the Special Servicer shall also consult with the Operating Advisor in connection
with any proposed Major Decision as to which it has delivered to the Operating Advisor a Major Decision Reporting Package (and any other
actions which otherwise require consultation with the Operating Advisor) and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. If the Special Servicer receives no response
from the Operating Advisor within ten (10) days following the later of (i) its written request for input (which request is required
to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor that is in the possession of the Special Servicer related to the subject matter of such
consultation, the Special Servicer is not required to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Holder (other than a Non-Serviced Mortgage
Loan) (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that
it is processing and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in this Section 6.08 for consulting with the Operating Advisor.


In connection with the Directing
Holder’s or Operating Advisor’s right to consent or consult with respect to a Major Decision, as applicable, if the Special
Servicer determines that action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders from
potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration of the applicable
period for the Operating Advisor or Directing Holder to respond as described in this Section 6.08, if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of such period
would materially adversely affect




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the interest of the Certificateholders, and
the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Directing Holder, as applicable.


During a Consultation Termination
Event, the Directing Certificateholder will have no consultation or consent rights hereunder and will have no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights
as Directing Certificateholder. However, the Directing Certificateholder shall maintain the right to exercise its Voting Rights for the
same purposes as any other Certificateholder.


Section 6.09                   Knowledge of Computershare Trust Company, National Association. Except as otherwise expressly set forth in this Agreement,
Computershare Trust Company, National Association acting in any particular capacity hereunder shall not be deemed to be imputed with knowledge
of (a) Computershare Trust Company, National Association, acting in a capacity that is unrelated to the transactions contemplated
by this Agreement, or (b) Computershare Trust Company, National Association, acting in any other capacity hereunder, except, in the
case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are
performed by one or more employees within the same group or division of Computershare Trust Company, National Association, or where the
groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or
Servicing Officers, as applicable; provided that the knowledge of employees performing special servicing functions shall not be
imputed to employees performing master servicing functions and vice versa.


[End of ARTICLE VI]


Article VII



SERVICER TERMINATION EVENTS


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event,” wherever used herein, means any one of the following events:


(i)                            (A) any
failure by the Master Servicer to make a required deposit to the Collection Account or remit to the Companion Paying Agent for deposit
into the related Companion Distribution Account on the day and by the time such deposit or remittance was first required to be made under
the terms of this Agreement, which failure is not remedied within one (1) Business Day, or (B) any failure by the Master Servicer
to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited
or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;


(ii)                         any failure
by the Special Servicer to deposit into the REO Account, within two (2) Business Days after the day such deposit is required to be made
or to remit to the Master Servicer for deposit in the Collection Account or any other required account




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hereunder, any amount required to be
so deposited or remittance required to be made by the Special Servicer pursuant to, and at the time specified by, this Agreement;


(iii)                      any failure
by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement which continues unremedied for thirty (30) days (or (A) with respect to any year that a report on
Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s,
as applicable, obligations contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s
failure to make a Servicing Advance or (C) twenty (20) days in the case of a failure to pay the premium for any property
Insurance Policy required to be maintained or such shorter period (not less than two (2) Business Days) as may be required to avoid the
commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after written notice of
the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of
Certificates of any Class, evidencing as to that Class Percentage Interests aggregating not less than 25% or, with respect to
a Serviced Whole Loan, by the related Serviced Companion Noteholder(s); provided, however, that if that failure is capable
of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, that 30-day period will
be extended an additional sixty (60) days; provided that the Master Servicer or the Special Servicer, as applicable, has commenced
to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue,
a full cure; provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting;


(iv)                     any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in Section 6.01(a)
or Section 6.01(b), as applicable, that materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and that continues unremedied for a period of thirty
(30) days after the date on which notice of that breach, requiring the same to be remedied, has been given to the Master Servicer or the
Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates of any Class, evidencing as to that
class, Percentage Interests aggregating not less than 25% or, with respect to a Serviced Whole Loan, by the related Serviced Companion
Noteholder; provided, however, that if that breach is capable of being cured and the Master Servicer or the Special Servicer,
as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional sixty (60) days; provided
that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure;


(v)                        a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt,




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marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the Master Servicer or the Special
Servicer and such decree or order remains in force undischarged, undismissed or unstayed for a period of sixty (60) days;


(vi)                     the Master Servicer
or the Special Servicer consents to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or
the Special Servicer or of or relating to all or substantially all of its property;


(vii)                  the Master Servicer or the Special Servicer admits in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of
its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


(viii)               KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities,
as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or
“watch status” placement shall not have been withdrawn by KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities,
such Companion Loan Rating Agency), within sixty (60) days of such rating action) and, in the case of either of clauses (A)
or (B), publicly citing servicing concerns with the applicable Master Servicer or the applicable Special Servicer, as the
case may be, as the sole or a material factor in such rating action;


(ix)                       such Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of the delisting;


(x)                          such Master Servicer or such Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S.
Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is not restored
to such status on such list within 60 days; or


(xi)                       the Master Servicer
or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer or the Special Servicer,
as applicable, after the Closing Date (but excluding any primary servicer or Sub-Servicer which the Master Servicer has been instructed
to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder after any applicable notice and cure period to
enable the Certificate Administrator, Depositor or a depositor under any other securitization to comply with the Trust's reporting obligations
under the Exchange Act (any primary servicer or Sub-Servicer that defaults in accordance with this clause may be terminated at the direction
of the Depositor).




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(b)                              If any Servicer Termination
Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b),
the “Affected Party”) is continuing, then, and in each and every such case, so long as such Servicer Termination Event
shall not have been remedied, the Trustee or the Depositor may, and at the written direction of ((i) for so long as no Control
Termination Event is continuing and (ii) other than with respect to any Excluded Loan) the Directing Holder (solely with respect
to the Special Servicer) or the Holders of Certificates entitled to more than 25% of the Voting Rights, the Trustee shall, terminate
(and the Depositor may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five
(5) Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice
in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to
Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the Affected
Party of such written notice except as otherwise provided in this Article VII, all authority and power of the Affected
Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer
pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.
The Master Servicer and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the
Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04)
hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account
(if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with
respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer
each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to
the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and
it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to
be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).




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(c)                               If the Master Servicer
receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under Section 7.01(a)(viii),
Section 7.01(a)(ix) or Section 7.01(a)(x), the Master Servicer will have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.05
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. If the Master Servicer
is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder. Any appointment
of a master servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities.


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer is continuing that (a) affects a Serviced Pari Passu Companion Loan,
any related Serviced Pari Passu Companion Loan Holder or the rating on any class of Serviced Companion Loan Securities and the Special
Servicer is not otherwise terminated or (b) affects only a Serviced Pari Passu Companion Loan, any related Serviced Pari Passu Companion
Loan Holder or the rating on any class of Serviced Companion Loan Securities, the Holder of such Serviced Pari Passu Companion Loan or
the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, to the extent permitted under the
applicable Intercreditor Agreement, may direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof)
that was terminated at the direction of the Holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under
this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other
Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any appointment
of a replacement special servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and
Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities.


(d)                             Subject to the right
of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement Special Servicer
and the right of the applicable Certificateholders to approve the replacement of the Special Servicer with such Qualified Replacement
Special Servicer pursuant to this Section 7.01(d), and subject to the rights of the holder of a related Subordinate Companion
Loan pursuant to the related Intercreditor Agreement, at any time no Control Termination Event is continuing and other than with respect
to any Excluded Loan with respect to the Directing Holder or the Holder of the majority of the Controlling Class, the Directing Holder
may terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer
under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor
special servicer meeting the requirements of this Section 7.01(d), provided that, with respect to a Servicing Shift
Whole Loan, the ten (10) Business Days’ notice




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set forth in this Section 7.01(d)
shall not apply to the related Directing Holder’s right to terminate the Special Servicer’s rights and obligations under this
Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor Agreement.
Upon a termination of the Special Servicer, the Directing Holder (other than with respect to any Excluded Loan with respect to the Directing
Holder, or, if the Directing Holder is the Directing Certificateholder, the Holder of the majority of the Controlling Class) shall designate
a successor special servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
has filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan.


During a Control Termination
Event, upon (a) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking
into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05)
of the Principal Balance Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such
written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal
fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote
and which shall not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee
of Rating Agency Confirmation and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities (which
Rating Agency Confirmation and Companion Loan Rating Agency Confirmations shall be obtained at the expense of such Holders), the Certificate
Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in
accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates in such
regard, which vote shall occur within one hundred eighty (180) days of the posting of such notice. Upon the written direction of (a) Holders
of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum or (b) Holders of Non-Reduced Certificates
evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall terminate all of
the rights and obligations of such Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified
Replacement Special Servicer) designated by such Certificateholders.


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding
the foregoing, the Certificateholders’ direction to replace the Special Servicer will not apply to a Serviced AB Whole Loan unless,
with respect to a Serviced AB Whole Loan, a Control Appraisal Period has occurred.


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this Section 7.01(d), in accordance with the related Intercreditor
Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and




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the related Non-Serviced Special Servicer has
not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination
Event, the Trustee, acting at the direction of the Directing Certificateholder)) will be entitled to direct the related Non-Serviced Trustee
to terminate the related Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or
replacement) of a special servicer with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency
Confirmation from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to
a control termination event (or similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling
Holder; provided, however, that any successor special servicer appointed to replace the special servicer with respect to
such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder
of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties as
required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special
Servicer would be in the best interest of the Certificateholders and the Companion Holders as a collective whole, as if such Certificateholders
and Companion Holders constituted a single lender, then the Operating Advisor shall deliver to the Trustee and the Certificate Administrator,
with a copy to the Special Servicer, a written report in the form of Exhibit W (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with
the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written report contravene any provision of this Agreement) detailing the reasons supporting its recommendation (provided
that the Operating Advisor shall not recommend the replacement of the Special Servicer for any Whole Loan so long as the holder of the
related Companion Loan is the Directing Holder under the related Intercreditor Agreement) (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 post notice to all applicable Certificateholders of such recommendation and
the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct
the solicitation of votes of all applicable Certificates in such regard. Upon (i) the affirmative vote of Voting Rights evidencing at
least a majority of a Quorum (which, for this purpose, is the Holders that (A) evidence at least 20% of the Voting Rights (taking into
account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal
Balance Certificates on an aggregate basis, and (B) consist of at least three (3) Certificateholders, or the Certificate Owners that are
not Risk Retention Affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan
Rating Agency Confirmations (with respect to each class of Serviced Companion Loan Securities) with respect to the termination of the
Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following satisfaction of the
foregoing clause (i), the Trustee (upon receipt of written confirmation from the Certificate Administrator, if the Certificate
Administrator and the Trustee are different entities) shall (i) terminate all of the rights and obligations of the Special Servicer under
this Agreement and appoint such successor Special Servicer and (ii) promptly notify such outgoing Special Servicer of the effective date
of such termination. The reasonable out-of-pocket costs and expenses




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(including reasonable legal fees and expenses
of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote(s) and the Operating Advisor’s
identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. If the Trustee does not receive
the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence within 180 days of
the posting of the notice to the Certificate Administrator’s Website, then the Trustee will have no obligation to remove the Special
Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer has agreed to succeed to the
obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. If the Special
Servicer is terminated pursuant to this Section 7.01(d), the Directing Holder may not subsequently reappoint such terminated
Special Servicer or any Risk Retention Affiliate thereof.


No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of
any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,
any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding
removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


(e)                               The Master Servicer and
the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required by it in accordance
with the related Servicing Standard in order to prevent the Certificates from being placed on “watch” status or downgraded
due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy for a breach of the
foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii), Section 7.01(a)(ix) and Section 7.01(a)(x)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall
not be construed to limit the effect of Section 7.01(a)(viii), Section 7.01(a)(ix) and Section 7.01(a)(x).


(f)                                 Notwithstanding the foregoing,
(1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, any related Serviced Companion
Noteholder or the rating on any class of Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated,
or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, any related Serviced
Companion Noteholder or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities,
then the Master Servicer may not be terminated by or at the direction of such Serviced Companion Noteholder or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of such Serviced Companion Noteholder, the
Master Servicer shall appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.


(g)                              Notwithstanding anything
to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the related
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. If no Control Termination Event is continuing,
if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the




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Directing Holder shall select an Excluded Special
Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement.
During the continuance of a Control Termination Event or if the Directing Certificateholder or the majority Controlling Class Certificateholder
on its behalf fails to make the selection contemplated by the prior sentence within ten (10) Business Days or if at any time the applicable
Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related
Excluded Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any
such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal
of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to any Serviced Companion
Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a Qualified Replacement Special
Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable
Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02 of Form 8-K pursuant
to the Exchange Act regarding itself in its role as Excluded Special Servicer.


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property)
with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage
Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall become the Special
Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled to all special
servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan
or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


The applicable Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled
to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage
Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all
other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans
during such time).


If a Servicing Officer of
the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage
Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master
Servicer, the related Excluded Special Servicer or the Special Servicer, as applicable, shall provide prompt written notice thereof to
each of the other parties to this Agreement.


Section 7.02                   Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within 




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the time period specified in Section 7.01(c),
the Trustee shall be the successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable,
is appointed as provided in this Section 7.02 or by the Directing Holder as provided in Section 7.01(d), as applicable,
in all respects in its capacity as the Master Servicer or the Special Servicer, as applicable, under this Agreement and the transactions
set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Master Servicer or the Special Servicer, as applicable, by the terms and provisions hereof;
provided, however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure
under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor
hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may
have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability
of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to the Master Servicer or the Special Servicer, as the case may be, is not liable for any of the representations and warranties
of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions
of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor
master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as
successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans and the Companion Loans
that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11,
and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would
have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer
or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer
or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with
respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with
respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to
the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as
a servicer by each Rating Agency, or if the Directing Holder (solely with respect to the Special Servicer) ((i) if no Control Termination
Event is continuing and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to a majority
of the Voting Rights, so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution or other entity which meets the criteria set forth in Section 6.05 and
otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the
successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter,




    	 	-371-	 



    


    

(ii) upon receipt of Rating Agency Confirmation
from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities, (iii) which
appointment has been approved (if no Control Termination Event is continuing) by the Directing Holder, such approval not to be unreasonably
withheld and (iv) the Certificate Administrator has filed any required Form 8-K pursuant to Section 11.07 and any other
Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or the Special Servicer
as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans
as it and such successor shall agree; provided, however, that no such compensation with respect to a successor master servicer
or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and
expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement
shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for
such expenses within ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust;
provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.
If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination will have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In
the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the
avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction
of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation
of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant
to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.


(b)              
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be
deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced




    	 	-372-	 



    


    

Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default has been cured.


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event, within twenty
(20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event; provided,
however, that (1) a Servicer Termination Event under clause (i) or (ii) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes and (2) a Servicer Termination Event under clause (iii) or (xi)
of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor, together with
(in the case of each of clauses (1) and (2) of this sentence) the consent of each Serviced Companion Noteholder, if any,
that is affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event
shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred
by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the Trust.
No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event
pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall
be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person held such Certificates.


Section 7.05       
Trustee as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances and
such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following such failure
by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(i)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by
noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s
notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any such Advance made by
the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without
limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to
determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any
impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided,
however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any
Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee may conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.


[End of ARTICLE VII]




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ARTICLE VIII
 

CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The
Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of
all Servicer Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Termination Event is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this
Agreement shall not be construed as a duty.


(b)              
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms
of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any such instrument
is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall
notify the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator is not
responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


(c)              
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


(i)                                     Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this
Agreement, the Trustee and the Certificate Administrator will not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee
and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the
Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the
requirements of this Agreement;


(ii)                                  Neither
the Trustee nor the Certificate Administrator, as applicable, will be liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be




    	 	-374-	 



    


    

proved that the Trustee or the Certificate
Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)                               Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of
the Percentage Interest of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or
power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is
required for such action).


(d)              
The Certificate Administrator shall make available via its Internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to
the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to
this Agreement.


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


(i)                                     The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties;


(ii)                                  The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and
in accordance therewith;


(iii)                               Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this
Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders have offered to the Trustee or the Certificate Administrator, as applicable, reasonable security
or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee
nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing
that repayment of such funds or reasonable indemnity satisfactory to it against such risk or liability is not reasonably assured to it;
nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which
has not been cured, to exercise




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such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


(iv)                              Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(v)                                 Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have occurred,
neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively,
not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement,
the Trustee or the Certificate Administrator, respectively, may require reasonable indemnity satisfactory to it from such requesting
Holders against such expense or liability as a condition to taking any such action. The reasonable expense of every such reasonable examination
shall be paid by the requesting Holders;


(vi)                              The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is
a Prohibited Party;


(vii)                           For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge or
notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure
or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


(viii)                        Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special Servicer
(unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee shall only
be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating Advisor or the
Asset Representations Reviewer;




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(ix)                                Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


(x)                                   In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


(xi)                                Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


(xii)                             Nothing
herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect to its rights and
protections relative to the Trust.


Each of the Certificate Administrator,
Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent shall be entitled to the same rights, indemnities,
immunities, privileges and protections afforded to the Trustee hereunder in the same manner as if such party were the named Trustee herein.


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 2.02
and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the Trustee or
the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes
any representations as to the validity or sufficiency of this Agreement (other than as to this Agreement being a valid obligation of the
Trustee and the Certificate Administrator) or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate
Administrator set forth thereon) or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall
be accountable for the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates,
or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer,
the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator are not
responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with




    	 	-377-	 



    


    

the Depositor, the Master Servicer, the Special
Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Certificate Administrator/Trustee
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of
its duties hereunder, the Certificate Administrator shall be paid its portion of the Certificate Administrator/Trustee Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall pay
the Trustee the Trustee’s portion of the Certificate Administrator/Trustee Fee. The Certificate Administrator/Trustee Fee shall
be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Mortgage Loan, the Certificate Administrator
shall pay to the Trustee monthly the Trustee fee from the Certificate Administrator/Trustee Fee, which Certificate Administrator/Trustee
Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate Administrator/Trustee Fee shall
be computed on the basis of the Stated Principal Balance of such Mortgage Loan, as applicable, and a 360-day year consisting of twelve
30-day months. The Certificate Administrator/Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s and the Certificate Administrator’s sole form of compensation
for all services rendered by them in the execution of the trusts hereby created and in the exercise and performance of any of the powers
and duties of the Trustee and Certificate Administrator hereunder, except for the reimbursement of expenses specifically provided for
herein. The Certificate Administrator/Trustee Fee shall not be payable with respect to any related Companion Loan.


(b)              
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be
indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier REMIC Distribution
Account, as applicable, from time to time) against any loss, liability, damages, claims or unanticipated expenses (including, without
limitation, costs and expenses of litigation, and of enforcement of this indemnity (including any legal or administrative action, whether
in law or in equity), and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in
becoming the successor to the Master Servicer or the Special Servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise
and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including in any
capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar and
17g-5 Information Provider), hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor
any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the
provisions hereof,




    	 	-378-	 



    


    

which are not “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability
specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason
of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate Administrator’s, respectively,
obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of
any representation or warranty of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14,
respectively, made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any
resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar
and Authenticating Agent.


(c)              
The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred
by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required
to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in
any other capacity in which the Certificate Administrator is required to make available information to a Privileged Person that is an
NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus
of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall
not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become
successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) in the
case of the Trustee, an institution whose long-term senior unsecured debt rating or issuer credit rating is rated at least (A) “BBB”
by S&P, (B) “A” by Fitch (or short-term debt rating of “F1” by Fitch) (provided, however, that
the Trustee may maintain a rating of “BBB-“ by Fitch if the Master Servicer has a long-term rating of at least “A”
by Fitch or a short term rating of “F1” by Fitch) and, (C) if rated by KBRA, a long term senior unsecured debt rating or an
issuer credit rating of “BBB-” by KBRA (or if not rated by KBRA, then at least an equivalent rating by two other NRSROs, which
may include S&P and Fitch)) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation
and (iii) an entity that is not on the depositor’s “prohibited party” list.


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising




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or examining authority, then for the purposes
of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under
the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as applicable, shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust
or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor certificate
administrator acceptable, if no Control Termination Event is continuing, to the Directing Certificateholder by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate
administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the
Trustee or Certificate Administrator, as applicable, by the Depositor. The resigning Trustee or Certificate Administrator, as the case
may be, shall pay all costs and expenses associated with the transfer of its duties. If no successor trustee or certificate administrator
has been so appointed and accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate
administrator, as applicable. The Trust shall pay all costs and expenses associated with such petition.


(b)              
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by
the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail
(other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder
or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control)
to timely publish any report to be delivered, published or otherwise made available by the




    	 	-380-	 



    


    

Certificate Administrator pursuant to Section 4.02
and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions
required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator, by written instrument, in duplicate, which instrument shall
be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case
of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. Except as described in the following sentence, the terminated or removed Trustee
or Certificate Administrator, as applicable, shall bear all reasonable costs and expenses in connection with its termination or removal.
If no successor trustee or certificate administrator has been so appointed and accepted appointment within ninety (90) days after the
giving of such notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


(c)              
The Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by
written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed
and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer
and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c),
the successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect
the transfer of responsibilities from its predecessor.


(d)              
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
has filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs and
expenses associated with the transfer of its duties.


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,
as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting
the eligibility requirements set forth hereunder.


Upon any succession of the
Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred
(including without limitation, unreimbursed Advances).




    	 	-381-	 



    


    

No Trustee or Certificate Administrator shall
be personally liable for any action or omission of any successor trustee or certificate administrator.


(e)              
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage
Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 or in blank, and (ii) in the case of the
other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee), assign
such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with
respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement
and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor trustee,
as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is
endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
Holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 or in blank; provided,
however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires
the signature of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable
efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document
was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document
to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee
shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, if such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


(f)               
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


Section 8.08       
Successor Trustee or Certificate Administrator. (a)  Any successor
trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor,
the Master Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and
such successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate
Administrator herein. The predecessor Trustee shall deliver to the successor




    	 	-382-	 



    


    

trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at
Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor
trustee to perform its obligations hereunder.


(b)              
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


(c)              
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by
the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor certificate administrator
shall cause such notice to be delivered at the expense of the Master Servicer.


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation to
which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator,
as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to the Certificate Administrator’s
Website in accordance with Section 3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer,
the Depositor and the 17g-5 Information Provider, which shall post such notice to the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c).


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time
be located, the Master Servicer and the Trustee acting jointly will have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the
Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights
and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in
such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event is continuing,
the Trustee alone will have the power to make such appointment. No




    	 	-383-	 



    


    

co-trustee or separate trustee hereunder
will be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Holders of Certificates
of the appointment of co-trustee(s) or separate trustee(s) will be required under Section 8.08. All co-trustee fees
will be payable out of the Trust Fund.


(b)              
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.


(c)              
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.


(d)              
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


(e)              
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of
the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.
The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder
in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian,
the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians
by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian. Any Custodian appointed hereunder must maintain a
fidelity bond




    	 	-384-	 



    


    

and errors and omissions policy in an amount
customary for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


(i)                                     The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


(ii)                                  The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which
it is a party or which is applicable to it or any of its assets;


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


(iv)                              This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of
creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


(v)                                 The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of
this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith and reasonable
judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;


(vi)                              No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially and adversely
affect the ability of the Trustee to perform its obligations under this Agreement;


(vii)                           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement,
except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance
by the




    	 	-385-	 



    


    

Trustee of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee to perform its obligations
hereunder; and


(viii)                        To
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Retaining Party.


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
Master Servicer and Special Servicer may each conclusively rely on the information provided to them regarding identity and/or contact
information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable,
will have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity
and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of
any of the Serviced Companion Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion
Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


(i)                                     The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly organized,
validly existing and in good standing under the laws thereof;


(ii)                                  The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of this
Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


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


(iv)                              This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the




    	 	-386-	 



    


    

terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the
rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;


(v)                                 The
Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


(vi)                              No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s good
faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator to perform
its obligations under this Agreement or the financial condition of the Certificate Administrator;


(vii)                           No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained
would not have a materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder; and


(viii)                        To
its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Retaining Party.


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable, arising out of the Trust
or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and
documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer to comply with Applicable Laws.




    	 	-387-	 



    


    

[End of ARTICLE VIII]


Article IX



TERMINATION


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall terminate upon payment
(or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be
so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation
of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price equal to
(a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of Specially Serviced Loans and REO Loans)
included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property (which fair market value for
any REO Property may be less than the Purchase Price for the corresponding REO Loan), if any, included in the Trust Fund (such Appraisals
in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Special Servicer and approved
by the Master Servicer and by the Holders of the Controlling Class (which approval shall be deemed given unless more than 50% of
such Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the fair value of each Specially Serviced
Loan as determined by the Special Servicer consistent with procedures required for making such determination in connection with the sale
of a Defaulted Loan, (4) the reasonable out-of-pocket expenses of the Master Servicer or the Special Servicer, as applicable,
with respect to such termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage
Loans and (5) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the
related Non-Serviced PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the
related Non-Serviced Special Servicer in accordance with clause (2) above, minus (b) solely in the case where
the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued
and payable to the Master Servicer in respect of such Advances in accordance with Section 3.03(d) and Section  4.03(d)
and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been
paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) if the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D
Certificates have been reduced to zero, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other
than the Class P and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the
terms of the immediately succeeding paragraph; provided, however, that in no event shall the trust created hereby continue
beyond the expiration of twenty-one (21) years from the death of the




    	 	-388-	 



    


    

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 clause (i) of the immediately preceding sentence, the Custodian shall release or cause to be released to
the Master Servicer, at the address provided in Section 13.05 or to such other address designated by the Master Servicer in
writing, any Mortgage Files remaining in its possession. In connection with a termination of the Trust under this Article IX,
the obligations and responsibilities of the Custodian under this Agreement shall terminate upon its delivery of the Mortgage Files to
the Master Servicer, Sole Certificateholder or other party as required by this Section 9.01, except for the obligation of
the Custodian to execute assignments, endorsements and other instruments as required by this Section 9.01.


Following the date on which
the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S,
Class B, Class C and Class D Certificates have been reduced to zero (and provided that there is only one Holder
(or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class P and Class R Certificates)),
the Sole Certificateholder shall have the right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal
Balance of the Mortgage Loans and each REO Property is greater than or equal to 8.125% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date (as provided in the Preliminary Statement), to exchange all of its Certificates (other than the Class P and
Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)
of the first paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days
prior to the anticipated date of exchange. If the Sole Certificateholder elects to exchange all of its Certificates (other than the Class
P and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution
on the Certificates is to occur, shall remit for deposit in the Collection Account an amount in immediately available funds equal to all
amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder
through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to
the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account on the P&I
Advance Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account
pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured
by REO Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially
be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all
its Certificates (other than the Class P and Class R Certificates) on the applicable Distribution Date, the Custodian shall, upon
receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in
the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes,
the Sole Certificateholder shall be deemed




    	 	-389-	 



    


    

to have purchased the assets of the Serviced
Loan REMIC and the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable
in respect of such Certificates, the related Loan REMIC Regular Interest and Related Lower-Tier Regular Interests, as applicable.


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion
Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid
in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit
of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in
respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R
Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and any REO Mortgage
Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in
the Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates.


If the Master Servicer or
the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with
the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I
Advance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of (a) the reasonable out-of-pocket expenses of the Master
Servicer with respect to such termination (if applicable) and (b) any other portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits and payments
have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage
Loans and shall execute all assignments, endorsements




    	 	-390-	 



    


    

and other instruments furnished to it by the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


For purposes of this Section 9.01,
the Holders of the majority of the Controlling Class shall have the first option to terminate the Trust REMICs, then the Special
Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this Section 9.01,
the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling
Class in purchasing the assets of the Trust and terminating the Trust.


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) if such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution
on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination
Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices
of the Certificate Registrar or such other location therein designated.


After transferring the Lower-Tier
Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates and the Class P Certificates
pursuant to Section 4.01(c) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments
on the Class of Regular Certificates and Class P Certificates so presented, and (ii) any remaining amount shall be distributed
to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred
from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date,
shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with
Section 4.01(c). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the
benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(h).




    	 	-391-	 



    


    

Each Loan REMIC shall terminate
as described above or as otherwise described in the related REMIC Declaration.


Section 9.02       
Additional Termination Requirements.   If the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and Lower-Tier
REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of a “qualified liquidation”
in Section 860F(a)(4) of the Code:


(i)                                     the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


(ii)                                 during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special Servicer,
the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


(iii)                               within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of
the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of
the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and
the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


[End of ARTICLE IX]


Article X



ADDITIONAL REMIC PROVISIONS


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Loan REMIC Regular Interests, the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Regular Certificate and Class P Certificate shall be designated as a “regular
interest” and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Lower-Tier Regular Interest shall be designated as
a “regular interest” and the Class LR Interest shall be designated as the sole class of “residual interests”
in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation




    	 	-392-	 



    


    

of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than (i) in the Upper-Tier REMIC, the Regular Certificates, the
Class P Certificates and the Class UR Interest, (ii) in the Lower-Tier REMIC, the Lower-Tier Regular Interests and the Class LR
Interest and (iii) in the Serviced Loan REMIC other than the related Loan REMIC Regular Interest and the related Loan REMIC Residual Interest.
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 Internal Revenue Service, 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. 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, the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted
by IRS regulations.


(b)             
The Patewood Corporate Center Loan REMIC Declaration designates the Patewood Corporate Center Loan REMIC Regular Interest as a
“regular interest” in such Loan REMIC within the meaning of Section 860G(a)(1) of the Code and the Patewood Corporate Center
Loan REMIC Residual Interest as the sole class of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2)
of the Code.


(c)              
The PetSmart HQ Loan REMIC Declaration designates the PetSmart HQ Loan REMIC Regular Interest as a “regular interest”
in such Loan REMIC within the meaning of Section 860G(a)(1) of the Code and the PetSmart HQ Loan REMIC Residual Interest as the sole class
of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2) of the Code.


(d)             
The Prince Hall Apartments Loan REMIC Declaration designates the Prince Hall Apartments Loan REMIC Regular Interest as a “regular
interest” in such Loan REMIC within the meaning of Section 860G(a)(1) of the Code and the Prince Hall Apartments Loan REMIC Residual
Interest as the sole class of “residual interests” in such Loan REMIC within the meaning of Section 860G(a)(2) of the Code.


(e)              
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of the Upper-Tier REMIC
and the Lower-Tier REMIC, August 17, 2022 is designated in the Patewood Corporate Center Loan REMIC Declaration as the Startup Day of
the Patewood Corporate Center Loan REMIC, August 17, 2022 is designated in the PetSmart HQ Loan REMIC Declaration as the Startup Day of
the PetSmart HQ Loan REMIC, and November 7, 2022 is designated in the Prince Hall Apartments Loan REMIC Declaration as the Startup Day
of the Prince Hall Apartments Loan REMIC, in each case within the meaning of Code Section 860G(a)(9).


(f)               
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or accountants’
fees, and costs of any such proceeding and any liability




    	 	-393-	 



    


    

resulting therefrom shall be expenses of the
Trust and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and
costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate Administrator
shall be the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC. By their acceptance
thereof, the Holders of the largest Percentage Interest of the Class R Certificates hereby agree to irrevocably appoint the Certificate
Administrator as the “partnership representative” for the Trust REMICs.


(g)              
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, 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 REMIC on IRS Form SS-4 or obtain such number by other permissible means.


(h)              
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who
is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, in respect of each Trust
REMIC, Form 8811, within thirty (30) days after the Closing Date.


(i)                
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the
extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly
or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net
income from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator
receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and
the Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders, at the
expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated




    	 	-394-	 



    


    

action will not, with respect to any Trust
REMIC, endanger such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against
such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”). The Trustee
shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised
it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.
The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking
to take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee.
At all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its
duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as Qualified Mortgages.


(j)                
If any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates,
except as provided in the last sentence of this Section 10.01(j); provided that with respect to the estimated amount
of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or any similar tax
imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for the payment of such
taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in writing), and
shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes. Except as provided
in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under
this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome
of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing
account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable
contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income
or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax
paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or
local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders
of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Loan REMIC Regular
Interests, to the Lower-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders
of the Class R Certificates in respect of the Loan REMIC Residual Interests in the manner specified in Section 4.01(k), (y) in
the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses
arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner specified
in Section 4.01(d) and (z) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates
in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom
and then to the Holders of the Class R Certificates in respect of the Class UR Interest.




    	 	-395-	 



    


    

None of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes
arise as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad
faith, or negligence by such party.


(k)              
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(l)               
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee has received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC Event to
occur.


(m)            
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
Qualified Mortgages.


(n)              
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which (i) the Certificate Balance of each Class of Regular Certificates and Class P Certificates representing a “regular
interest” in the Upper-Tier REMIC would be reduced to zero and (ii) the Lower-Tier Principal Amount of each Class of
Lower-Tier Regular Interests representing a “regular interest” in the Lower-Tier REMIC would be reduced to zero is the
date that is the Rated Final Distribution Date. The “latest possible maturity date” for purposes of Code Section 860G(a)(1)
for each Loan REMIC Regular Interest is the date set forth in the related REMIC Declaration (the Maturity Date of the related Mortgage
Loan).


(o)              
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,
(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX or (iv) a purchase of
Mortgage Loans pursuant to Article II or Article III) or acquire any assets for the Trust or any Trust REMIC or sell
or dispose of any investments in the Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that
such sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion
to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


(p)              
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




    	 	-396-	 



    


    

provisions) to any Trust REMIC and (ii) to
avoid payment by any Trust REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount
imposed under the Code that would otherwise be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R
Certificate agrees, by acquiring such Certificate, to any such elections.


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations
and duties under this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under
this Article X either directly or by or through agents, affiliates or attorneys. The Trustee shall not be relieved of any of its
duties or obligations under this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


(b)              
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or
through agents, affiliates or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents, affiliates or attorneys.


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The
Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information, forms or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


(b)              
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate
Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized
to act on behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which
REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of any State
and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed in accordance
herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms
hereof. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company,
National Association shall be terminated as REMIC Administrator.




    	 	-397-	 



    


    

(b)              
 Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate
agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper
or any further act on the part of the Certificate Administrator or the REMIC Administrator.


(c)              
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice
of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect
as if originally named as REMIC Administrator. No REMIC Administrator will have responsibility or liability for any action taken by it
as such at the direction of the Certificate Administrator.


[End of ARTICLE X]


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article XI
is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan)
with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its
rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change
over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor
(or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery
of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered”). In connection with the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-PF2, and any Other Securitization subject to Regulation AB, each of the Master Servicer,




    	 	-398-	 



    


    

the Special Servicer, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization to deliver or make available to
the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in
its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor,
as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together
with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset
Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to
be necessary in order to effect such compliance. Each party to this Agreement will have a reasonable period of time to comply with any
written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI,
to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder
is not required to bring any legal action against such third party in connection with such obligation.


Section 11.02   
Succession; Subcontractors. (a)  As a condition to the succession
to the Master Servicer and the Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function
Participant and a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person
(i) into which the Master Servicer and the Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer, the person removing and
replacing the Master Servicer and the Special Servicer shall provide to the Depositor, the Certificate Administrator and each Other Depositor,
as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter
period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information
relating to such successor reasonably requested by the Depositor, the Other Depositor and the Other Certificate Administrator in order
to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act); provided, however that if disclosing such information
prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer
or any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than the
first Business Day after the effective date of such succession or appointment.


(b)              
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor (subject to Section 3.26(s)),
the Asset Representations Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator and




    	 	-399-	 



    


    

each Sub-Servicer, for purposes of this
Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its
obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request
provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the
elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition
to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with
respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other
Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant
engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts
to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each
such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case,
as and when required to be delivered. For the avoidance of doubt, the Custodian shall not utilize any Subcontractor to perform any of
its obligations hereunder.


(c)              
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator
of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement
shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or
such shorter period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


(d)              
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be




    	 	-400-	 



    


    

appointed as a successor to the Trustee, the
Trustee shall deliver written notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case
at least thirty (30) calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative
of applicable law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession)
and shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to
the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


(e)              
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any
Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the
Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with
its obligations under such Initial Sub-Servicing Agreement.


(f)               
Any information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other
Certificate Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to
Sections 11.04, 11.05, 11.06 and 11.07, the Certificate Administrator shall prepare for execution by
the Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing
thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system) such Forms executed by the Depositor.


Each party hereto may rely
on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit enhancer, derivative
provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to
be provided by it or indemnified for by it pursuant to any separate agreement.


(b)              
If the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K,
10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to
it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the
Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure




    	 	-401-	 



    


    

information on the next succeeding Form 10-D
to be filed for the Trust. If any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be
amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate
with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A.
Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall
be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the parties observing
all applicable deadlines in the performance of their duties under Sections 11.04, 11.05, 11.06, 11.07,
11.08, 11.09, 11.10 and 11.11. The Certificate Administrator will have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15,
Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen
(15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange
Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached
thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional
Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction
and approval.


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB, within five (5) calendar days after
the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB shall be required to provide
to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer),
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-D Disclosure, if applicable; provided that information relating to any REO
Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer
to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties
listed on Exhibit BB shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification
in the form of Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form
of Exhibit MM) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the




    	 	-402-	 



    


    

Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan
for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such
filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM
for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent
the related information has been received from the Special Servicer within the time period specified in Section 11.04) and
the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution Date, (iv) the balances
of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date and (v) incorporate the most recent Form ABS-EE filing by reference (which
such Form ABS-EE shall be filed on or prior to the filing of the applicable report on Form 10-D). The Depositor and the Mortgage Loan
Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described
in clause (i) and clause (ii) of this paragraph.


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The
Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than the 5th calendar
day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should
be “no.” The Certificate Administrator may rely on such representations in preparing, executing and/or filing any such report.


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special
Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of the Mortgage Loan and such Additional Debt or mezzanine




    	 	-403-	 



    


    

debt, as applicable. The Certificate Administrator
shall also include, to the extent it receives such information, the beginning and ending account balances for each of the accounts created
pursuant to this Agreement (for the applicable period) in each Form 10-D filed by it.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and ABS-EE
for each reporting period: Name: Mark A. Jefferis, Telephone: (310) 862-9994. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such
Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s
Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to the
reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is
required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making
the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received such
request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. Disclosure in substantially the following
form shall be deemed to satisfy the requirements in the preceding sentence: “On [date], the Certificate Administrator received from
[name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the
securitization transaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise
of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may
contact the requesting Certificateholder or Certificate Owner at [telephone number], [e-mail address] and/or [mailing address].”


(b)              
After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of
the Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution
Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within
two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished




    	 	-404-	 



    


    

electronically) of any changes to or approval
of such Form 10-D and Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form 10-D and Form
ABS-EE and return an electronic or facsimile copy of such signed Form 10-D and Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its
sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the
requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of the
Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form ABS-EE,
as applicable, in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable, as
attorney in fact for the Depositor. As provided in Section 11.04(c), the Certificate Administrator shall file such Form ABS-EE,
upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form
ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate
Administrator shall make available on its Internet website a final executed copy of each Form 10-D or Form ABS-EE filed by
the Certificate Administrator. The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at 3650
REIT Commercial Mortgage Securities II LLC, Attn.: General Counsel, 2977 McFarlane Road, Suite 300, Miami, Florida 33133, e-mail: compliance@3650REIT.com.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b)
and Section 11.04(c) related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable,
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b)
and Section 11.04(c). Neither the Trustee nor the Certificate Administrator will have any liability for any loss, expense,
damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D
or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D
or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


(c)              
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and
the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required
to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any
Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall
file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator is not required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator is not required to review, redact,
reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule
AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE
(together with the related CREFC® Schedule AL File




    	 	-405-	 



    


    

and any Schedule AL Additional File received
by the Certificate Administrator in both XML format and tabular form) concurrently with the related Form 10-D to the Depositor for
review and approval. The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor
may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule
AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or
Annex A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional
File, as applicable, to the Certificate Administrator. Any such questions are to be directed to AskMidland@Midlandls.com (or such other
e-mail address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The
Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations hereunder,
reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
promptly.


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.04 shall also be provided to each Other Depositor and each
Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after
the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year)
or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2023,
the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by
the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered
to the Certificate Administrator within the applicable time frames set forth in this Agreement:


(i)                                    an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09;


(ii)                                 (A)  the
annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant; and


(B)             
if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included;




    	 	-406-	 



    


    

(iii)                              (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant; and


(B)             
if any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


(iv)                                    a
certification in the form of Exhibit Y, with such changes as may be necessary or appropriate as a result of changes promulgated
by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below, be signed by the
senior officer of the Depositor in charge of securitization.


Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by e-mail to cts.sec.notifications@wellsfargo.com (or such
other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications and also
(ii) by e-mail to Form10k.Compliance@cwt.com.


As set forth on Exhibit CC,
no later than March 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2023,
(i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form of Exhibit EE
and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90)




    	 	-407-	 



    


    

days.”  The Depositor hereby represents
to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that
it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator
in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should
be “no.” The Certificate Administrator may rely on such representations in preparing, executing and/or filing any such report.


(b)              
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may
be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at 3650 REIT Commercial Mortgage Securities II LLC, Attn.: General Counsel, 2977 McFarlane Road, Suite 300,
Miami, Florida 33133, e-mail: compliance@3650REIT.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K is
contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable,
by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither
the Trustee nor the Certificate Administrator will have any liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from
the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement (or any
Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such
Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


(c)              
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


(d)              
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion
Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as
set forth in this Section 11.05.



    	 	-408-	 



    


    

Section 11.06             Sarbanes-Oxley
Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y
required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other
Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer,
solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report
Summary) and the Operating Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master
Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts to
cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with which
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to
provide, to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a
Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1 of
each year commencing in March 2023, a certification in the form of Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, the entity
for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely.
In addition, if any Serviced Companion Loan is deposited into a commercial mortgage securitization (an “Other
Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to
the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the
Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization a certification in form and
substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance
Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person acts as an
officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure a
Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of
securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer
shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such
Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant
to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. If any Reporting Servicer is terminated or resigns pursuant to the terms of this
Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer
shall provide a certification to the Certifying Person pursuant to this Section 11.06 with respect to the period
of




    	 	-409-	 



    


    

time it was subject to this Agreement or the
applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other
Depositor and Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such
Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in
accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and
reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


As set forth on Exhibit DD,
for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York City time, on
the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD shall be required
to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed on
Exhibit DD shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification in the
form of Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will
be responsible for




    	 	-410-	 



    


    

any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by e-mail to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received the
Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the 4th
Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at 3650 REIT Commercial Mortgage Securities II LLC, Attn.: General Counsel, 2977 McFarlane
Road, Suite 300, Miami, Florida 33133, e-mail: compliance@3650REIT.com. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K
is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07.
Neither the Trustee nor the Certificate Administrator will have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this
Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or
willful misconduct.


The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer
or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (other
than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but
in no event later than noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such
party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting




    	 	-411-	 



    


    

requirements of the Exchange Act, none of the
parties hereto are required to deliver Form 8-K Disclosure Information.


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor and each
Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.07.


The Depositor shall notify
the Certificate Administrator by electronic mail to cts.sec.notifications@wellsfargo.com and trustadministrationgroup@wellsfargo.com,
no later than two (2) Business Days after the filing of any Form 8-K/A that attaches this Agreement, and shall provide in such notice
an electronic link to such filing. The Certificate Administrator shall post a copy of such notice to the Certificate Administrator’s
Website, and thereafter shall request a list of the then-current Serviced Companion Noteholders pursuant to Section 8.12(viii)
and furnish such notice substantially in the form of Exhibit UU to the parties to this Agreement, each Serviced Companion
Noteholder, each Other Depositor and each Other Certificate Administrator.


Section 11.08   
Form 15 Filing. Promptly upon notice from the Depositor to the Certificate Administrator of its ability under applicable
law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file a notification relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”)
or any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring
after the filing of such form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05
and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11
shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor
shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan, the Custodian, the Trustee (provided, however, that the Trustee is not required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to
it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with
respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, cause (or in the case of a
sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use
commercially reasonable efforts to cause) such Additional Servicer to deliver to and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver
to), on or before March 1st of each year, commencing in March 2023, deliver to the Trustee, the Certificate Administrator
(which copy shall be deemed furnished by the Certificate Administrator when made




    	 	-412-	 



    


    

available on its Internet website), the Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate
of the officer responsible for the servicing activities of such party, in the form of Exhibit HH (or such other form, similar
in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s activities during a reporting period consisting of the preceding calendar year or portion thereof and of such Certifying
Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such reporting period,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with
respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of
a sub-servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such
Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder (if no Consultation
Termination Event is continuing) and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form of Exhibit HH.
Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional
Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment
of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not
such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or Additional Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special
Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year if
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that
a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


If the Master Servicer, the
Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated




    	 	-413-	 



    


    

under any applicable servicing agreement, use
its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged
by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual
statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special
Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer
was subject to such other servicing agreement.


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.09.


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On
or before March 1st of each year, commencing in March 2023, the Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however,
that the Trustee is not required to deliver an assessment of compliance with respect to any period during which there was no relevant
servicing criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer,
each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by
the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided
by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an
assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of
its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used
the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the
Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form of Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.




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Each such report shall be
addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA delivered to the Depositor on the Closing Date. Promptly
after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting
Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing
Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA
and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April
15th in any given year if it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related
Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year.


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide
a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing
Criteria as set forth on Exhibit AA.


(b)              
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator
has entered into a servicing relationship.


(c)              
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged
by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer, and
the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the
name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such
notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a), such party will also at such
time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged
by it.


If the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and shall cause any Servicing Function Participant engaged by it to provide
(and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master
Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use
its reasonable




    	 	-415-	 



    


    

efforts to cause such Additional Servicer and
(ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause
such Additional Servicer to provide), an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the resigning or terminated party was subject to this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


(d)              
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event, Operating Advisor Consultation Event or Consultation Termination Event occurred during the previous calendar year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


(e)              
Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent
such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.10.


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 2023, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee is not required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to
it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor
or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing Function
Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm
(which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report
on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information
Provider and, if no Consultation Termination Event is continuing, the Directing Certificateholder, and, promptly, but not earlier than
the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes
an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis
of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is
issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. If an overall opinion cannot be expressed, such registered public accounting firm shall
state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made
in accordance with




    	 	-416-	 



    


    

Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted
use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies
of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
providing parties.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case
may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or
under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each
accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting
the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal
year.


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in
the same time frame as set forth in this ‎Section 11.11.


Section 11.12   
[Reserved].


Section 11.13   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Asset Representations Reviewer and the Operating Advisor shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator, as the case may be, of its
obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations Reviewer or the Certificate Administrator
in the performance




    	 	-417-	 



    


    

of such obligations, (iii) delivery of
any Deficient Exchange Act Deliverable or (iv) any untrue statement or alleged untrue statement of a material fact contained in any information
(x) regarding such party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any Initial
Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent
retained by such party to prepare such information and (z) delivered by or on behalf of such party in connection with the performance
of such party’s obligations described in this Article XI, or the omission or alleged omission to state in any such information
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the applicable party shall be entitled to participate in any action arising out of the foregoing clause (iv) and
the Depositor shall consult with such party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing
and any potential settlement terms related thereto..


The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred
by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or
annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary
servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c),
or (d) delivery of any Deficient Exchange Act Deliverable.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Asset Representations
Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such Other
Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance
disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the
Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function
Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm,
attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in a report
filed by the Depositor or any Other Depositor under the




    	 	-418-	 



    


    

Reporting Requirements and which comments are
received subsequent to the Depositor's or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall
promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master
Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.13. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor
or any Other Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the
opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings
with the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or
its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission
or its staff of such authorization. The Depositor or any Other Depositor and the Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission or its staff for extension of time for submitting a response or compliance.
All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal
fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other
than those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed
with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an
itemized invoice from the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer
engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party
to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement.


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Sections 11.06, 11.09




    	 	-419-	 



    


    

(if applicable), 11.10, 11.11
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith
or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or
Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause
such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which
it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing
indemnification and contribution obligations. This Section 11.13 shall survive the termination of this Agreement or the earlier
resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


Section 11.14   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in
this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09,
11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Section 11.15   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee,
as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding the provisions
of Section 13.05, to 3650 REIT Commercial Mortgage Securities II LLC, Attn.: General Counsel, 2977 McFarlane Road, Suite 300,
Miami, Florida 33133, e-mail: compliance@3650REIT.com; and with a copy to: Cadwalader, Wickersham & Taft LLP, 200 Liberty Street,
New York, NY 10281, Attention: Greg Prindle, e-mail: Gregory.Prindle@cwt.com.


Section 11.16   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a)
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller
pursuant to the related Intercreditor




    	 	-420-	 



    


    

Agreement), reasonably cooperate with the Mortgage
Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with
Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation
AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary to comply
with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
understands that such information may be included in the offering material related to a Regulation AB Companion Loan Securitization and
agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related
depositor and underwriters involved in the offering of the related Certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any such
information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the
Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement),
the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special
Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a). Notwithstanding
the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially
and materially similar to the information provided by such party with respect to the offering materials related to this transaction, subject
to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall
be deemed to be in compliance with this Section 11.16(a). Any indemnification agreement executed by the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be
substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above that the applicable Mortgage Loan Seller (or permitted transferee) must have
(a) provided reasonable advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder
and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable
fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or
indemnification agreement.


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice




    	 	-421-	 



    


    

may be given once at the closing of such Regulation
AB Companion Loan Securitization instead of each time a filing is required), cooperate with the depositor, trustee, certificate administrator,
master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form
10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee
or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to
the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period set
forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein)
for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably
necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion Loan Securitization
to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however, that any parties to
any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and
the Special Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect
of establishing the time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB
Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI (other than this Section 11.16) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.16(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(b).


(c)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice
may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide
the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the
first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required to be disclosed
under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business Days after the occurrence of such event of which
it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI (other than this Section 11.16) with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 11.16(c) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(c).




    	 	-422-	 



    


    

(d)              
 On or before March 1 of each year (or February 29 if a leap year) during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon
request or notice from such trustee or certificate administrator (which request or notice may be given once at the closing of such Regulation
AB Companion Loan Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate
administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of
Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a)
of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with
the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI (other than this Section 11.16) with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 11.16(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.16(d).


(e)              
On or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file an annual report
on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to
the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator
under such Regulation AB Companion Loan Securitization, upon request or notice from such trustee (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), under such Regulation
AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in this Article XI (other than this Section 11.16) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.16(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.16(e).


(f)               
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function




    	 	-423-	 



    


    

Participant to agree (severally but not jointly)
to indemnify (such indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller
(or permitted transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion
Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with
the reporting requirements to the extent applicable set forth under Sections 11.16(b), (c), (d) or (e)
above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master
Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced
Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or Special Servicer pursuant to this Section 11.16, even if such Sub-Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided
to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer
or Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to
this Section 11.16.


(g)              
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such
Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor or Special Servicer,
beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, 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 the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the Master
Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve
(12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as reported by the related
Mortgagor in such financial statements.




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If the Master Servicer does
not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor
in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is required to be
delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt
of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related
Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the
Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act)
to obtain the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


The Master Servicer shall
(and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced
Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in
which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and
is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to
be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization; provided, however, that
the Special Servicer shall provide such Officer’s Certificate to the Master Servicer and the Master Servicer shall forward such
Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling
and Servicing Agreement. Such financial information shall be collected (if applicable), prepared and/or calculated by the party responsible
for such collection, preparation and/or calculation set forth in Section 3.12 and delivered as set forth in Section 3.12(b).


If any Other Securitization
includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then the obligations of the parties
hereto set forth in this Article XI with respect to such Other Securitization shall remain in full force and effect notwithstanding
that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


(h)              
[Reserved.]


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (x) of the definition thereof prior to the expiration of the grace period
applicable to such party’s obligations under Article XI as provided for in such clause (x) nor shall any
such party be deemed to not be in compliance under this Agreement, during any grace period under this Article XI as provided
for in such clause (x); provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer
nor the Special




    	 	-425-	 



    


    

Servicer shall be subject to a Servicer Termination
Event pursuant to clause (x) of the definition thereof prior to the expiration of the grace period applicable to such party’s
obligations under this Article XI as provided for in such clause (x) nor shall any such party be deemed to not
be in compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required
hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to
file Exchange Act reports.


[End of ARTICLE XI]


Article XII



the asset representations reviewer


Section 12.01   
Asset Review.


(a)              
On or prior to each Distribution Date, based on the CREFC® Delinquent Mortgage Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if
an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly
provide written notice to the Asset Representations Reviewer and to all Certificateholders and each other party to this Agreement. Any
notice required to be delivered to the Certificateholders pursuant to this Section 12.01 shall be delivered by the Certificate
Administrator by posting such notice on the Certificate Administrator’s Website, by mailing to their addresses appearing in the
Certificate Register and by delivering such notice via the Depository. The Certificate Administrator shall include in the Form 10-D relating
to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger
to occur. On each Distribution Date after providing such notice to the Certificateholders, the Certificate Administrator, based on information
provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any
Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence
of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver written notice of such
information (which may be via e-mail) in the form of Exhibit SS within two (2) Business Days of such determination to the Master
Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5.0% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90) days after the
filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset
Review (such written direction, the “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes
of Certificateholders to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates
evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and




    	 	-426-	 



    


    

the other Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room by providing to the Certificate Administrator a certification in the form of Exhibit RR. Upon receipt of such certification,
the Certificate Administrator shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations
Reviewer access to the Secure Data Room. If an Affirmative Asset Review Vote has not occurred within such 150-day period following the
receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer is not required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan
after the expiration of such 150-day period, (B) an additional Asset Review Trigger has occurred as a result or otherwise is in effect,
(C) the Certificate Administrator has timely received an Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days
after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote
Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described
in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator may administer
any vote in connection with the foregoing through an agent.


(b)              
(i) If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice
thereof to all parties to this Agreement, the Underwriters, Sponsors, the Directing Holder and all other Certificateholders. Upon receipt
of an Asset Review Notice, the Custodian (with respect to clauses (1) through (5) below for Non-Specially Serviced
Loans), the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans) and the Special
Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in each case to the extent in such party’s
possession, shall promptly, but in no event later than ten (10) Business Days (except with respect to clause (7) below) after
receipt of such notice from the Certificate Administrator, provide, or make available, the following materials for each Delinquent Loan
(in electronic format) to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy
of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted to the Secure Data Room by the Certificate Administrator
pursuant to Section 4.07, the “Review Materials”):


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;




    	 	-427-	 



    


    

(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review;


(6)       a
copy of any notice previously delivered to the applicable Mortgage Loan Seller by the Master Servicer or the Special Servicer, as applicable,
of any alleged defect or breach with respect to any Delinquent Loan; and


(7)       any
other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master
Servicer or the Special Servicer, as applicable, in the time frames and as otherwise described below.


(ii)                                         If,
as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing any documents or agreements
that are required to be a part of the Review Materials for such Mortgage Loan or that were entered into or delivered in connection with
the origination or a modification of such Mortgage Loan and, in each case, that are necessary in connection with its completion of such
Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt of the
Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to
Specially Serviced Loans), as applicable, of such missing documents and agreements, and request that the Master Servicer or the Special
Servicer, as applicable, promptly, but in no event later than ten (10) Business Days after receipt of such notification from the Asset
Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents and agreements to the extent in its possession;
provided that any such notification and/or request shall be in writing, specifically identifying the documents being requested
and sent to the notice address for the related party set forth in this Agreement. If any missing documents or agreements are not provided
by the Master Servicer or the Special Servicer, as applicable, within such ten (10) Business Day period, the Asset Representations Reviewer
shall contact the related Mortgage Loan Seller to request such documents or agreements from the Mortgage Loan Seller. The Mortgage Loan
Seller will be required to deliver such additional documents and agreements only to the extent in the possession of such Mortgage Loan
Seller.


(iii)                                      The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that
is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently verified
(without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations Reviewer
in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”)
conducted pursuant to this Section 12.01.




    	 	-428-	 



    


    

(iv)                                     Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect
to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence an Asset Review. The Asset Representations
Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller with
respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ (each
such procedure, a “Test”); provided, however, that the Asset Representations Reviewer may, but is under
no obligation to, modify any Test and/or associated Review Materials described in Exhibit QQ if, and only to the extent, the Asset
Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated
Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage
Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that
such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs
and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


(v)                                        No
Certificateholder will have the right to change the scope of the Asset Review, and the Asset Representations Reviewer is not required
to review any information other than (x) the Review Materials and (y) if applicable, Unsolicited Information.


(vi)                                     The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


(vii)                                  If
the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing information
and documentation is not delivered to the Asset Representations Reviewer (a) by the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the Master Servicer’s or the Special
Servicer’s possession within ten (10) Business Days or (b) by the related Mortgage Loan Seller upon request the Asset Representations
Reviewer shall list such missing information and documents in a preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing information and documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such information and documents shall be deemed to be a failure of such Test. The Asset
Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller will have ninety
(90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information and documents provided
or explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or
that any missing information or documents in the Review Materials are not required to complete a Test must be promptly delivered by the
related Mortgage Loan Seller




    	 	-429-	 



    


    

to the Asset Representations Reviewer.
For the avoidance of doubt, the Asset Representations Reviewer is not required to prepare a preliminary report if the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.


(viii)                               The
Asset Representations Reviewer shall, within the later of (x) sixty (60) days after the date on which access to the Diligence
Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) ten
(10) days after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent
Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations
Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review
Report”) to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary
of the Asset Representations Reviewer’s conclusions included in such Asset Review Report in the form of Exhibit PP
(an “Asset Review Report Summary”) to the Trustee and Certificate Administrator. The period of time by which the Asset
Review Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the related Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review
Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property or Mortgaged
Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether
the Trust should enforce any rights it may have against the related Mortgage Loan Seller, which, in each such case, will be the responsibility
of the Enforcing Servicer.


(ix)                                       In
addition, if the Asset Representations Reviewer does not receive any information or documentation that it requested from the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) or the related Mortgage
Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report,
the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the information received by the Asset Representations
Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer will have no responsibility to independently
obtain any such information from any party to this Agreement or otherwise.


(x)                                          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Special
Servicer determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


(c)              
The Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential received from any




    	 	-430-	 



    


    

party to this Agreement or any Mortgage Loan
Seller and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that
such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives
Privileged Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant to
a Privileged Information Exception.


(d)              
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the
Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with
respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall
remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement without
diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue
of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as
if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer may
enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent
or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


(e)              
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws
of the United States of America, any state of the United States of America or the District of Columbia, authorized under such laws to
perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under
this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that contains an assumption by
such person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the asset
representations reviewer under this Agreement from and after the date of such agreement and (C) is not a Prohibited Party under this Agreement;
(ii) the Asset Representations Reviewer shall not be released from its obligations under this Agreement that arose prior to the effective
date of such assignment and delegation; (iii) the rate at which the Asset Representations Reviewer Asset Review Fee (or any component
thereof) is calculated shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible
for the reasonable costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such




    	 	-431-	 



    


    

transfer. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor asset
representations reviewer hereunder.


(f)               
With respect to any Delinquent Loan that is an Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer
shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by
a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such non-Serviced Mortgage Loan is being serviced by
a Non-Serviced Special Servicer), the related Non-Serviced Trustee and the related Non-Serviced Certificate Administrator (and, in each
case, such other party as contemplated under the related Non-Serviced PSA or related Intercreditor Agreement).


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


(a)              
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset
Representations Reviewer Fee”), payable monthly from amounts received in respect of each Mortgage Loan and any REO Mortgage
Loan and shall be equal to the product of a rate equal to 0.00% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans and shall be calculated in the same manner as interest
is calculated on such Mortgage Loans and REO Mortgage Loans.


(b)              
As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review (for purposes of this Section 12.02(b), “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee of: (i) $19,000 multiplied by the number of subject loans, plus (ii) $1,900 per Mortgaged Property
relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,500 per Mortgaged Property relating
to a Subject Loan subject to a ground lease, plus (iv) $1,400 per Mortgaged Property relating to a Subject Loan subject to a franchise
agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv),
to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price
Index for All Urban Consumers is no longer calculated, from the year of the Closing Date and to the year of the occurrence of the Asset
Review (the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee
with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller within forty-five (45) days of receipt by the related
Mortgage Loan Seller of a written invoice from the Asset Representations Reviewer. If the related Mortgage Loan Seller (x) is insolvent
or (y) fails to pay such amount upon completion of any Asset Review and within ninety (90) days of receiving an invoice from the asset
representations reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided,
however, that a statement of non-payment by the Asset Representations Reviewer ninety




    	 	-432-	 



    


    

(90) days after an itemized invoice is delivered
by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other address as shall be
provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with evidence of delivery or
attempted delivery of such invoice and reasonable follow up by phone or e-mail, shall constitute satisfactory evidence delivered by the
Asset Representations Reviewer of such failure to pay such amount. Notwithstanding any payment of such fee by the Trust to the Asset Representations
Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall reasonably pursue remedies
against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust, provided that the costs of doing
so will be a cost of the Trust.


(c)              
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be included in the Purchase Price
for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by a Mortgage Loan Seller, and such portion
of the Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(b).


(d)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


Section 12.03   
Resignation of the Asset Representations Reviewer.(a) The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such notice
of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. No resignation of the Asset Representations Reviewer shall be effective until a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer
has been so appointed and accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning
Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses
of each other party hereto and each Rating Agency in connection with its resignation.


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition will not apply to (i) riskless
principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate
of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures that (A)
segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such
Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding
the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding
its investment activities.



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Section 12.05            Termination of the Asset Representations
Reviewer.


(a)              
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


(i)                                  any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements or the
material breach of any of its representations or warranties under this Agreement, which failure 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, has been given to
the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates
having at least 25% of the aggregate Voting Rights of all then-outstanding Certificates; provided that if such failure is capable
of being cured and the Asset Representations Reviewer certifies to the other parties to this Agreement that it is diligently pursuing
such cure, such thirty (30) day period will be extended by an additional thirty (30) days;


(ii)                               any
failure by the Asset Representations Reviewer to perform in any material respect any of its obligations hereunder in accordance with
the Asset Review Standard which failure shall continue unremedied for a period of thirty (30) days after the date of written notice of
such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


(iii)                            any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days after the date of written notice of such failure, requiring the same to be remedied, is given to the
Asset Representations Reviewer by any party to this Agreement;


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


(v)                              the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in
any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)                           the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable




    	 	-434-	 



    


    

insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.


Upon receipt by the Certificate
Administrator (which shall be simultaneously delivered by the Certificate Administrator to the Asset Representations Reviewer) of written
notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall promptly provide
written notice to all Certificateholders in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.
If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders
of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other
than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under
this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing
to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of each
other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding
anything herein to the contrary, the Depositor and each Sponsor may notify the Certificate Administrator and the Trustee of any Asset
Representations Reviewer Termination Event of which it becomes aware.


(b)              
Upon (i) the written direction of the Certificateholders evidencing not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and to all Certificateholders by (i) posting such notice on its Internet website, and (ii) mailing such notice to all
Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the written
direction of the Certificateholders evidencing more than 75% of a Certificateholder Quorum (without regard to the application of any Cumulative
Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under
this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification
rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and the proposed
successor asset representations reviewer shall be appointed. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders may in their sole discretion vote for the termination or not vote for the termination of the Asset
Representations Reviewer. If the Certificateholders entitled to at least 75% of a Certificateholder Quorum (without regard to the application
of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor,
the




    	 	-435-	 



    


    

successor asset representations reviewer will
be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


(c)              
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 or (2) the Trustee delivers such written notice
of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Certificateholder, the
Directing Holder and each Certificateholder within one Business Day of such appointment.


The Asset Representations
Reviewer shall be at all times an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification and immediately resign
under Section 12.03, and the Trustee shall appoint a successor asset representations reviewer subject to and in accordance
with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations
reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a
replacement. The Trustee is not liable for any failure to identify and appoint a successor asset representations reviewer for so long
as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Sponsors, the Depositor
and, if no Consultation Termination Event is continuing, the Directing Holder and each Rating Agency. If the Asset Representations Reviewer
is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued
prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination).


[End of ARTICLE XII]



    	 	-436-	 



    


    

ARTICLE XIII
 

MISCELLANEOUS PROVISIONS


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to
time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:


(i)                                  to
correct any defect or ambiguity in this Agreement;


(ii)                               to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or
in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or to
correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any
error;


(iii)                            to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each
Rating Agency with respect to such amendment;


(iv)                           to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC
as a REMIC under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
of imposition of any tax on the Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder, or Companion Holder;


(v)                              to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided that the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)                           to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating




    	 	-437-	 



    


    

Agencies with respect to such amendment
or supplement and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;


(vii)                        to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan
Rating Agency Confirmations with respect to any Serviced Companion Loan Securities; provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement,
as evidenced by an Opinion of Counsel;


(viii)                     to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as no Control Termination Event
is continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Holder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency
Confirmations have been obtained with respect to any Serviced Companion Loan Securities;


(ix)                             to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                                to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to comply with the requirements for use of Form
SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);


(xi)                             to
modify, eliminate or add to any of its provisions if 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 provision related to the risk retention requirements in the event of such repeal.


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such




    	 	-438-	 



    


    

Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


(b)              
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
each such Class of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


(i)                                  reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a
Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion
Holder without the consent of such Companion Holder; or


(ii)                               reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


(iii)                            adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


(iv)                           change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


(v)                              amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating
Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities and, if required under the
related Intercreditor Agreement, the consent of the holder of any Subordinate Companion Loan for each Serviced AB Whole Loan.


(c)              
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that
all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the
Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to this Agreement may be made that changes any provisions




    	 	-439-	 



    


    

specifically required to be included in this
Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


(d)              
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to
each Certificateholder and each Serviced Companion Noteholder, the Depositor, each Other Depositor, the Master Servicer, the Special Servicer,
the Underwriters and the Rating Agencies.


(e)              
It is not necessary for the consent of Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as
the Certificate Administrator may prescribe.


(f)               
The Trustee and the Certificate Administrator is not required to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


(g)               
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and
the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master
Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or
Section 13.01(c) shall be payable out of the Collection Account.


(h)               
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and Companion Loan Rating
Agency Confirmations are obtained with respect to any Serviced Companion Loan Securities.


(i)                
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into
such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)                
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any
of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.




    	 	-440-	 



    


    

(k)               
 This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and
adversely affect the rights of such Companion Holder hereunder. With respect to any Serviced Whole Loan, in connection with any amendment
of this Agreement, the party requesting such amendment shall provide written notice (which may be by e-mail) of such proposed amendment
to each Other Depositor (and counsel thereto) and the Other Certificate Administrator of each Other Securitization no later than three
(3) Business Days prior to the date of effectiveness of such amendment, and, on the date of effectiveness of such amendment to this Agreement,
the Certificate Administrator shall provide a copy of such amendment in an EDGAR-compatible format to each Other Depositor (and counsel
thereto) and the Other Certificate Administrator of each Other Securitization.


(l)                
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master
Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at the
expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased
Note for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect
in any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency
(obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such Rating Agency Confirmation
is actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the
Mortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Section 3.34 shall govern the servicing
and administration of such Joint Mortgage Loan.


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent
permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense
of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld),
but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such
recordation materially and beneficially affects the interests of the Certificateholders.


(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. This Agreement may be executed in counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,”
“signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other
certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”) and other electronic
signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically




    	 	-441-	 



    


    

associated with a contract or other record
and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall
be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system
to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based
on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


(c)              
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death
or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of
the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


(b)              
No Certificateholder will have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor may 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 may any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


(c)              
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under
Section 2.03(l) in this Agreement, no Certificateholder will have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement,
any Mortgage Loan or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect
to this Agreement, such Holder has previously given to the Trustee and the Certificate Administrator a written notice of default, and
of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust
and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and 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 sixty (60) days after its receipt of such notice,
request and offer of such indemnity, neglects or refuses to institute any such action, suit or proceeding. The Trustee will be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which may be




    	 	-442-	 



    


    

incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more
Holders of Certificates will have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under
this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY
THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 13.05   
Notices. (a)  Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered
at or couriered, sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage
prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall
be deemed to have been duly given only when received), to:




    	 	-443-	 



    


    

In the case of the Depositor:



3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel

E-mail: compliance@3650REIT.com


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

Attention: Greg Prindle

E-mail: Gregory.Prindle@cwt.com


In the case of the Master Servicer:



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

10851 Mastin Street, Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565

E-mail: NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)



with a copy to:



Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Fax number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com


In the case of the Special Servicer:



3650 REIT Loan Servicing LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel

E-mail: compliance@3650REIT.com




    	 	-444-	 



    


    

In the case of the Directing Certificateholder:



3650 Real Estate Investment Trust 2 LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel

E-mail: compliance@3650REIT.com


In the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – (CMBS)

3650R 2022-PF2


with a copy to:



Telecopy Number: (410) 715-2380



E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


In the case of any transfer, surrender
or exchange of the HRR Certificates:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) 3650R 2022-PF2


with a copy to:



riskretentioncustody@wellsfargo.com


In the case of the Custodian:



Computershare Trust Company, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – 3650R 2022-PF2

E-mail: CMBScustody@wellsfargo.com




    	 	-445-	 



    


    

In the case of the Trustee:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – 3650R 2022-PF2


E-mail: cts.cmbs.bond.admin@wellsfargo.com
and trustadministrationgroup@wellsfargo.com

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


In the case of the Mortgage Loan Sellers:


		(A)	3650 REIT

3650 Real Estate Investment Trust 2 LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com



		(B)	GACC

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Lainie Kaye



with copies via email to:


cmbs.requests@db.com




    	 	-446-	 



    


    

		(C)	CREFI

Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile No.: (646) 328-2943



with a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Facsimile No.: (347) 394-0898



with a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile No.: (646) 862-8988



with copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1 Notice,
cmbs.notice@citi.com



		(D)	Column

Column Financial, Inc.

11 Madison Avenue

New York, New York 10010

Attention: Dave Tlusty

Fax number: (646) 935-8520

E-mail: david.tlusty@credit-suisse.com



with a copy to:



Column Financial, Inc.

11 Madison Avenue

New York, New York 10010

Attention: Dante LaRocca

E-mail: dante.larocca@credit-suisee.com



with a copy to:




    	 	-447-	 



    


    

Cre.notices@credit-suisse.com


In the case of the Asset Representations
Reviewer and the Operating Advisor:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: 3650R 2022-PF2-Surveillance Manager (with a copy sent contemporaneously via e-mail to cmbs.notices@parkbridgefinancial.com)


In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


To each such Person, such other address as
may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to
a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the
extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c);
provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the
case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.


Any notices to the Rating Agencies shall
be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com




    	 	-448-	 



    


    

Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: cmbs_info_17g5@spglobal.com


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such
loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s
entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all
principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Collection
Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statement in all appropriate
locations promptly following the initial issuance of the Certificates to reflect the assignments made by the Mortgage Loan Sellers to
the Depositor (and the Trustee) and by the Depositor to the Trustee (copies of which shall be delivered by the Depositor to the Certificate
Administrator shall, at the expense of the Depositor (to the extent reasonable), no later than 10 days following the Closing Date), and
the Certificate Administrator shall prepare and file continuation statements with respect thereto, in each case in the six month period
prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner
with the Certificate Administrator in the preparation and filing of such continuation statements. This Section 13.07 shall
constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.



    	 	-449-	 



    


    

Section 13.08             Successors
and Assigns; Third Party Beneficiaries. (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion
Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange
Act Reporting Party (with respect to its rights under Article XI) and each Placement Agent is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all, of the
Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall be a third-party
beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan, as contemplated by Section 3.34
hereof.


(b)              
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein
expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding
reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)              
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


(d)              
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator
shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced
Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual
knowledge:


(i)                                  any material change or amendment to this Agreement;


(ii)                               the
occurrence of a Servicer Termination Event that has not been cured;


(iii)                            any
Loss of Value Payments;




    	 	-450-	 



    


    

(iv)                           the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


(v)                              the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


(b)                                 The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


(i)                                  the
resignation or removal of the Trustee or the Certificate Administrator;


(ii)                               any
change in the location of the Collection Account;


(iii)                            any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)                           any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


(v)                              any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage Loan
with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


(vi)                           any
material damage to any Mortgaged Property;


(vii)                        any
modifications to an Intercreditor Agreement;


(viii)                     any
assumption with respect to a Mortgage Loan;


(ix)                            any
incurrence by a Mortgagor of Additional Debt; and


(x)                               any
release or substitution of any Mortgaged Property.


(c)              
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


(d)              
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced
Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, can reasonably provide
in accordance with applicable law and without waiving any attorney-client




    	 	-451-	 



    


    

privilege relating to such information or violating
the terms of this Agreement or any Mortgage Loan. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer,
as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information. Notwithstanding anything to
the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies to the Rating
Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or the Special Servicer
to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s
Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special Servicer when such information, report, notice
or document has been posted. The Master Servicer or the Special Servicer, as the case may be, may, but is not required to send such information,
report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business
Day, to the 17g-5 Information Provider.


Section 13.11   
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.


[End of ARTICLE XIII]


[SIGNATURES COMMENCE ON FOLLOWING PAGE]




    	 	-452-	 



    


    

IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	3650 REIT COMMERCIAL MORTGAGE
	 	 	SECURITIES
II LLC, Depositor
	 	 	 
	 	 	 
	 	By:	 /s/ Tobin Cobb
	 	 	Name: Tobin Cobb
	 	 	Title: Authorized Signatory



 






    	 	3650R 2022-PF2: POOLING AND SERVICING AGREEMENT	 



    


    




	 	MIDLAND LOAN SERVICES, A DIVISION
	 	OF
PNC BANK, NATIONAL ASSOCIATION
	 	Master Servicer
	 	 
	 	 	 
	 	By:	 /s/ David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President







    	 	3650R 2022-PF2: POOLING AND SERVICING AGREEMENT	 



    


    




	 	3650 REIT LOAN SERVICING LLC,
	 	 	Special Servicer
	 	 	 
	 	 	 
	 	By:	 /s/ Tobin Cobb
	 	 	Name: Tobin Cobb
	 	 	Title: Managing Partner








    	 	3650R 2022-PF2: POOLING AND SERVICING AGREEMENT	 



    


    




	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION
	 	not in its individual capacity, but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	By:	 /s/ Anna M. Lopez
	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President





	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION
	 	not in its individual capacity, but solely as
	 	Trustee
	 	 	 
	 	 	 
	 	By:	 /s/ Anna M. Lopez
	 	 	Name: Anna M. Lopez
	 	 	Title: Vice President




    	 	3650R 2022-PF2: POOLING AND SERVICING AGREEMENT	 



    


    




	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	Operating Advisor and Asset 
	 	 	Representations Reviewer
	 	 	 
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	 
	 	 	 
	 	By:	  /s/ Robert J. Spinna, Jr.
	 	 	Name:	Robert J. Spinna, Jr.
	 	 	Title:	Managing Member



 






    	 	3650R 2022-PF2: POOLING AND SERVICING AGREEMENT	 



    


    

 



 





EXHIBIT A-1


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-1


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 




1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


2
       Global Certificate legend.



    	 	A-1-1	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-1


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class A-1 Certificates:  $8,849,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate:

                                                                                $[__]

	 	 
	No.:  [A-1-1][A-1-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B,
Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together
with the Class A-1 Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT




    	 	A-1-2	 



    


    

Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-1-3	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-1-4	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-1-5	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-1-6	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-1-7	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(iv)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and




    	 	A-1-8	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-1-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.






	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-1 Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-1-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1 Certificates
to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-1-11	 



    


    

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-1-12	 



    


    

EXHIBIT A-2


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-2


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 



1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


2
       Global Certificate legend.



    	 	A-2-1	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-2


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class A-2 Certificates:  $65,444,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	 	 
	No.:  [A-2-1][A-2-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class A-2
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing




    	 	A-2-2	 



    


    

Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-2-3	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-2-4	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-2-5	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-2-6	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-2-7	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and




    	 	A-2-8	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-2-9	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-2 Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	A-2-10	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2 Certificates
to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-2-11	 



    


    

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-2-12	 



    


    

EXHIBIT A-3


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-3


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2        Global Certificate legend.



    	 	A-3-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-3


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the

 Class A-3 Certificates:  $15,000,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	 	 
	No.:  [A-3-1][A-3-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class A-3
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing




    	 	A-3-2
	 



    


    

Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-3-3
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-3-4
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-3-5
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-3-6
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-3-7
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and




    	 	A-3-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-3-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-3 Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	A-3-10
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates
to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 






    	 	A-3-11
	 



    


    

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-3-12
	 



    


    

EXHIBIT A-4


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-4


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2        Global Certificate legend.



    	 	A-4-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-4


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the

 Class A-4 Certificates:  $190,000,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	No.:  [A-4-1][A-4-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class A-4
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing




    	 	A-4-2
	 



    


    

Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon




    	 	A-4-3
	 



    


    

presentment and surrender of such Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier




    	 	A-4-4
	 



    


    

REMIC Distribution Account, the Loan REMIC
Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier
Regular Interests; (xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which





    	 	A-4-5
	 



    


    

may be defective or inconsistent with
any other provisions therein or to correct any error;


	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced





    	 	A-4-6
	 



    


    

by a Rating Agency Confirmation from
each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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





    	 	A-4-7
	 



    


    

eliminate the provision related to the
risk retention requirements in the event of such repeal.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under





    	 	A-4-8
	 



    


    

the related Intercreditor Agreement,
the consent of the holder of any Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.




    	 	A-4-9
	 



    


    

The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-4-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-4 Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-4-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4 Certificates
to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-4-12
	 



    


    

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-4-13
	 



    


    

EXHIBIT A-5


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-5


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


2        Global Certificate legend.



    	 	A-5-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-5


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the

 Class A-5 Certificates:  $220,988,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	 	 
	No.:  [A-5-1][A-5-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class A-5
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing




    	 	A-5-2
	 



    


    

Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon




    	 	A-5-3
	 



    


    

presentment and surrender of such Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier




    	 	A-5-4
	 



    


    

REMIC Distribution Account, the Loan REMIC
Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest
in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights
and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier
Regular Interests; (xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing
(other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which





    	 	A-5-5
	 



    


    

may be defective or inconsistent with
any other provisions therein or to correct any error;


	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced





    	 	A-5-6
	 



    


    

by a Rating Agency Confirmation from
each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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





    	 	A-5-7
	 



    


    

eliminate the provision related to the
risk retention requirements in the event of such repeal.


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under





    	 	A-5-8
	 



    


    

the related Intercreditor Agreement,
the consent of the holder of any Subordinate Companion Loan for each Serviced AB Whole Loan.


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.




    	 	A-5-9
	 



    


    

The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-5-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 





 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-5 Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	A-5-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class A-5 Certificates
to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-5-12
	 



    


    

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-5-13
	 



    


    

EXHIBIT A-6


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-SB


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2        Global Certificate legend.



    	 	A-6-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-SB


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class A-SB Certificates:  $9,439,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	 	 
	No.:  [A-SB-1][A-SB-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-S, Class B,
Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together
with the Class A-SB Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing




    	 	A-6-2
	 



    


    

Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-SB Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-6-3
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-6-4
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-6-5
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-6-6
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-6-7
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and




    	 	A-6-8
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-6-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
A-SB Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	A-6-10
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-SB Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented by the within Class A-SB
Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-6-11
	 



    


    

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-6-12
	 



    


    

EXHIBIT A-7


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-S


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2        Global Certificate legend.



    	 	A-7-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS A-S


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class A-S Certificates:  $72,818,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__] 
	 	 
	No.:  [A-S-1][A-S-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class B,
Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together
with the Class A-S Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT




    	 	A-7-2
	 



    


    

Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class A-S Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-7-3
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-7-4
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-7-5
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-7-6
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-7-7
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that




    	 	A-7-8
	 



    


    

changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the
related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-7-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-7-10
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S
Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-7-11
	 



    


    

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-7-12
	 



    


    

EXHIBIT A-8


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS B


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



 



1        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


2        Global Certificate legend.



    	 	A-8-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS B


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class B Certificates:  $34,588,000	 
	 	 
	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__] 
	 	 
	No.:  [B-1][B-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class C, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class B
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association,




    	 	A-8-2
	 



    


    

as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall,




    	 	A-8-3
	 



    


    

on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice
has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to
the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the




    	 	A-8-4
	 



    


    

Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and
the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in





    	 	A-8-5
	 



    


    

writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable





    	 	A-8-6
	 



    


    

Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with
respect to the Mortgage Loans other than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained
with respect to any Serviced Companion Loan Securities;


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



		(xi)	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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing




    	 	A-8-7
	 



    


    

in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).




    	 	A-8-8
	 



    


    

The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    	 	A-8-9
	 



    


    

 


 


 




    	 	A-8-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
B Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-8-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B Certificates
to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-8-12
	 



    


    

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-8-13
	 



    


    

EXHIBIT A-9


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE



 



1        Temporary Regulation S Global Certificate legend.


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


3        Global Certificate legend.



    	 	A-9-1
	 



    


    

INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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
COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-9-2
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS C


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the

 Class C Certificates:  $30,947,000	 
	 	 
	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__] 
	 	 
	No.:  [C-1][C-S-1][C-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class D,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class C
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association,




    	 	A-9-3
	 



    


    

as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall,




    	 	A-9-4
	 



    


    

on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice
has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to
the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the




    	 	A-9-5
	 



    


    

Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and
the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in





    	 	A-9-6
	 



    


    

writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable





    	 	A-9-7
	 



    


    

Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with
respect to the Mortgage Loans other than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained
with respect to any Serviced Companion Loan Securities;


	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing




    	 	A-9-8
	 



    


    

in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).




    	 	A-9-9
	 



    


    

The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-9-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
C Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-9-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C Certificates
to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-9-12
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 





    	 	A-9-13
	 



    


    

EXHIBIT A-10


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE



 



1        Temporary Regulation S Global Certificate legend.


2        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3        Global Certificate legend.



    	 	A-10-1
	 



    


    

INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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
COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-10-2
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS D


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class D Certificates:  $14,408,000	 
	 	 
	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	No.:  [D-1][D-S-1][D-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class E-RR, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class D
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association,




    	 	A-10-3
	 



    


    

as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall,




    	 	A-10-4
	 



    


    

on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice
has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to
the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the




    	 	A-10-5
	 



    


    

Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and
the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box
accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in





    	 	A-10-6
	 



    


    

writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to
such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable





    	 	A-10-7
	 



    


    

Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with
respect to the Mortgage Loans other than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained
with respect to any Serviced Companion Loan Securities;


	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing




    	 	A-10-8
	 



    


    

in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).




    	 	A-10-9
	 



    


    

The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-10-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
D Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-10-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D Certificates
to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-10-12
	 



    


    

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-10-13
	 



    


    

EXHIBIT A-11


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, Class E-RR


THIS CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL
RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO
THE CREDIT RISK RETENTION RULES.


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3



 



1        Temporary Regulation S Global Certificate legend.


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


3        Global Certificate legend.



    	 	A-11-1
	 



    


    

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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 COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-11-2
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, Class E-RR


	Pass-Through Rate:  WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class E-RR Certificates:  $16,539,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	
     

    No.: [E-RR-1][E-RR-S-1][E-RR-2]
	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class E-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class E-RR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland




    	 	A-11-3
	 



    


    

Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class E-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling
and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E-RR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-11-4
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-11-5
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-11-6
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-11-7
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-11-8
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that




    	 	A-11-9
	 



    


    

changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the
related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-11-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E-RR Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class E-RR
Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-11-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class E-RR Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class E-RR Certificate of the entire Percentage Interest represented by the within Class E-RR
Certificates to the above-named Assignee(s) and to deliver such Class E-RR Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-11-12
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 





    	 	A-11-13
	 



    


    

EXHIBIT A-12


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS F-RR


THIS CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL
RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO
THE CREDIT RISK RETENTION RULES.


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3



 



1        Temporary Regulation S Global Certificate legend.


2        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3        Global Certificate legend.



    	 	A-12-1
	 



    


    

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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 COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY 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 OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 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 (INCLUDING ANY ENTITY WHOSE




    	 	A-12-2
	 



    


    

UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN
THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN
WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-12-3
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS F-RR


	Pass-Through Rate: WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the

 Class F-RR Certificates:  $10,013,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	No.:  [F-RR-1][F-RR-S-1][F-RR-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class F-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class F-RR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland




    	 	A-12-4
	 



    


    

Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class F-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F-RR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-12-5
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-12-6
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-12-7
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-12-8
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-12-9
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that




    	 	A-12-10
	 



    


    

changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the
related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-12-11
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F-RR Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
F-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-12-12
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class F-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class F-RR Certificate of the entire Percentage Interest represented by the within Class F-RR
Certificates to the above-named Assignee(s) and to deliver such Class F-RR Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-12-13
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 




    	 	A-12-14
	 



    


    

EXHIBIT A-13


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS G-RR


THIS CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL
RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO
THE CREDIT RISK RETENTION RULES.


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3



 



1        Temporary Regulation S Global Certificate legend.


2        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3        Global Certificate legend.



    	 	A-13-1
	 



    


    

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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 COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY 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 OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 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 (INCLUDING ANY ENTITY WHOSE




    	 	A-13-2
	 



    


    

UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN
THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN
WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-13-3
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS G-RR


	Pass-Through Rate: WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class G-RR Certificates:  $6,371,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	No.:  [G-RR-1][G-RR-S-1][G-RR-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class G-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class R and Class P Certificates (together with the Class G-RR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland




    	 	A-13-4
	 



    


    

Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class G-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-13-5
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-13-6
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-13-7
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-13-8
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-13-9
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that




    	 	A-13-10
	 



    


    

changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the
related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-13-11
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
G-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-13-12
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class G-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class G-RR Certificate of the entire Percentage Interest represented by the within Class G-RR
Certificates to the above-named Assignee(s) and to deliver such Class G-RR Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-13-13
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 




 




    	 	A-13-14
	 



    


    

EXHIBIT A-14


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS J-RR


THIS CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL
RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO
THE CREDIT RISK RETENTION RULES.


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3



 



1        Temporary Regulation S Global Certificate legend.


2        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3        Global Certificate legend.



    	 	A-14-1
	 



    


    

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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 COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY 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 OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 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 (INCLUDING ANY ENTITY WHOSE




    	 	A-14-2
	 



    


    

UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN
THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN
WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-14-3
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS J-RR


	Pass-Through Rate: WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class J-RR Certificates:  $7,282,000	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	No.:  [J-RR-1][J-RR-S-1][J-RR-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class J-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class P Certificates (together with the Class J-RR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland




    	 	A-14-4
	 



    


    

Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class J-RR Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class J-RR Certificates is the calendar month
immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




    	 	A-14-5
	 



    


    

Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-14-6
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





    	 	A-14-7
	 



    


    

related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





    	 	A-14-8
	 



    


    

any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-14-9
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC,
or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment to the Pooling
and Servicing Agreement may be made that




    	 	A-14-10
	 



    


    

changes any provisions specifically required
to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the
related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-14-11
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J-RR Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
J-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-14-12
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class J-RR Certificate and hereby authorize(s) the registration of transfer of
such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class J-RR Certificate of the entire Percentage Interest represented by the within Class J-RR
Certificates to the above-named Assignee(s) and to deliver such Class J-RR Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



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DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 




    	 	A-14-14
	 



    


    

EXHIBIT A-15


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS NR-RR


THIS CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL
RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO
THE CREDIT RISK RETENTION RULES.


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN
DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


[SOLELY FOLLOWING THE TRANSFER RESTRICTION
PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3



 



1        Temporary Regulation S Global Certificate legend.


2        Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


3
       Global Certificate legend.



    	 	A-15-1
	 



    


    

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (2) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, 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 COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY 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 OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 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 (INCLUDING ANY ENTITY WHOSE




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UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN
THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN
WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




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3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS NR-RR


	Pass-Through Rate: WAC Rate	 
	 	 
	First Distribution Date: December 16, 2022	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the 

Class NR-RR Certificates:  $25,486,612	 
	 	 


 


	
    CUSIP: [__]

     

    ISIN: [__]
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	 	 
	No.:  [NR-RR-1][NR-RR-S-1][NR-RR-2]	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class NR-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class J-RR, Class G-RR, Class R and Class P Certificates (together with the Class NR-RR
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland




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Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable, if any, allocable to the Class NR-RR Certificates for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement.


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any,
will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class NR-RR Certificates is the calendar
month immediately preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.




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Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate
and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such




    	 	A-15-6
	 



    


    

REO Account), including any reinvestment income;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the
Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Loan REMIC Regular Interests and the Loan REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the





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related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion
of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of





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any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced
Companion Loan Securities;



	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.




    	 	A-15-9
	 



    


    

The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and




    	 	A-15-10
	 



    


    

Servicing Agreement may be made that changes
any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.




    	 	A-15-11
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR-RR Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
NR-RR Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-15-12
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class NR-RR Certificate and hereby authorize(s) the registration of transfer
of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class NR-RR Certificate of the entire Percentage Interest represented by the within Class NR-RR
Certificates to the above-named Assignee(s) and to deliver such Class NR-RR Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-15-13
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 





    	 	A-15-14
	 



    


    

EXHIBIT A-16


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS R


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE PLACEMENT AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING
ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN FIVE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH




    	 	A-16-1
	 



    


    

TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR 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. TAX 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 “NONECONOMIC 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-16-2
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS R


	Percentage Interest:  [__]%	 
	 	 
	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 


 


	CUSIP: [__]	 
	 	 
	ISIN: [__]	 
	 	 
	No.:  R-1	 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the
Class R Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first
liens on commercial and multifamily properties held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and
Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class J-RR, Class G-RR, Class NR-RR and Class P Certificates (together with the Class R
Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer. To the extent not defined herein, capitalized




    	 	A-16-3
	 



    


    

terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


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 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 the “partnership representative” (within the meaning of Section 6223 of
the Code for each Trust REMIC). The Certificate Administrator makes no representation or warranty as to any of the statements contained
herein or the validity or sufficiency of the Certificates and the Mortgage Loans and has executed this Certificate in its limited capacity
as Certificate Administrator under the Pooling and Servicing Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount, if any, allocable to
the Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the




    	 	A-16-4
	 



    


    

Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for
cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable
laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue
or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section
4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and the Loan
REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any interest




    	 	A-16-5
	 



    


    

earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting





    	 	A-16-6
	 



    


    

such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or
any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;



	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable





    	 	A-16-7
	 



    


    

Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with
respect to the Mortgage Loans other than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not
adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained
with respect to any Serviced Companion Loan Securities;


	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests




    	 	A-16-8
	 



    


    

constituting each such Class of Certificates
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that
no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).




    	 	A-16-9
	 



    


    

The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-16-10
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
R Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-16-11
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R Certificates
to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-16-12
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 








    	 	A-16-13
	 



    


    

EXHIBIT A-17


3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS P


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE DIRECTING
HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


THIS CERTIFICATE MAY NOT
BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT
IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS,
TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN (INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING OF U.S. DEPARTMENT
OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	 	A-17-1
	 



    


    

3650R 2022-PF2 COMMERCIAL
MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2022-PF2, CLASS P


	Percentage Interest: [__]%	 
	 	 
	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2022 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2022, the date that would have been its Due Date in November 2022 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 
	 	 	 


 


	
    CUSIP: [__]

    

    

    
	 
	
    ISIN: [__]

    

    

    
	 
	No.:  P-1	 


This certifies that [___________]
is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class P Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision
of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are
the Class A-1, Class A 2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class
NR-RR and Class R Certificates (together with the Class P Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset
Representations Reviewer. To the extent not defined herein, capitalized




    	 	A-17-2
	 



    


    

terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates and
the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing
Agreement.


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the determination date of each month, commencing in December 2022 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount, if any,
allocable to the Class P Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
Holders of this Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made (a) by wire transfer of
immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor,
if such Certificateholder provided the Certificate Administrator with written wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution
Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) on each Certificate
will be made in like manner, but only upon presentment and surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final distribution.


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to
tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the
Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take
such steps to contact the remaining non-tendering Certificateholders




    	 	A-17-3
	 



    


    

concerning the surrender of their Certificates
as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the
Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder in the related Mortgage
File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of
the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan
acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s
interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Loan REMIC Residual Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent
of the Trust’s interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to
the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Loan REMIC Regular Interests and the Loan
REMIC Residual Interests; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests,
rights, benefits,




    	 	A-17-4
	 



    


    

obligations and duties evidenced hereby, and
the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee.


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of
any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee, 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar,
or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the
Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion
Holders:


	(i)		to correct any defect or ambiguity in the Pooling and Servicing Agreement;



	(ii)		to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered
certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its
provisions which may be defective or inconsistent with any other provisions therein or to correct any error;



	(iii)		to change the timing and/or nature of deposits in the Collection Account,
the Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the
Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



	(iv)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the





    	 	A-17-5
	 



    


    

risk of imposition of any tax on the
Trust or any Trust REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder, or Companion Holder;


	(v)		to modify, eliminate or add to the provisions of Section 5.03(o) of the
Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided that the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust,
any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Tax Person;



	(vi)		to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to
such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and Companion
Loan Rating Agency Confirmations with respect to any Serviced Companion Loan Securities;



	(vii)		to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities; provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



	(viii)		to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing
Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the
Master Servicer, the Trustee and, for so long as no Control Termination Event is continuing and, with respect to the Mortgage Loans other
than any Excluded Loan, the Directing Holder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust
REMIC as a REMIC under the relevant provisions of the Code, as





    	 	A-17-6
	 



    


    

evidenced by an Opinion of Counsel and
(c) each Rating Agency has delivered a Rating Agency Confirmation and Companion Loan Rating Agency Confirmations have been obtained
with respect to any Serviced Companion Loan Securities;


	(ix)		to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;



	(x)		to modify, eliminate or add to any provisions of the Pooling and Servicing
Agreement to such extent as shall be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or



	(xi)		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 provision related to the risk retention
requirements in the event of such repeal.



Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected
by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting each such Class
of Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


	(i)		reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate
or which are required to be distributed to a Companion Holder without the





    	 	A-17-7
	 



    


    

consent of such Companion Holder; or


	(ii)		reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the
consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



	(iii)		adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or



	(iv)		change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations or rights of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change
any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of
such Mortgage Loan Seller; or



	(v)		amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and Companion Loan Rating Agency Confirmations with respect to any Serviced
Companion Loan Securities and, if required under the related Intercreditor Agreement, the consent of the holder of any Subordinate Companion
Loan for each Serviced AB Whole Loan.



Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of
the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the
Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the holder of the related Companion Holder(s).


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of
any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of the first paragraph of Section 9.01 of the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator, and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date
of purchase; provided, however, that the Holders of the Controlling Class, the




    	 	A-17-8
	 



    


    

Special Servicer, the Master Servicer, or the
Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Mortgage Loans held by the Trust is equal to or less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage
Loans as set forth in the Preliminary Statement to the Pooling and Servicing Agreement. This purchase shall terminate the Trust and retire
the then outstanding Certificates.


Following the date on
which the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class P and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer if the then-outstanding aggregate Stated Principal Balance of the Mortgage Loans and each
REO Property is greater than or equal to 8.125% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, (as provided
in the Preliminary Statement to the Pooling and Servicing Agreement) to exchange all of its Certificates (other than the Class P and Class
R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and
Servicing Agreement.


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make
payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate
Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust
due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created
by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this Certificate
on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	 	A-17-9
	 



    


    

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class P Certificate to be duly executed.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
	 	Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: November 30, 2022	 



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Class
P Certificates referred to in the Pooling and Servicing Agreement.


Dated: November 30, 2022


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Authenticating Agent
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




    	 	A-17-10
	 



    


    

ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Class P Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further direct
the Certificate Registrar to issue a new Class P Certificate of the entire Percentage Interest represented by the within Class P Certificates
to the above-named Assignee(s) and to deliver such Class P Certificate to the following address:


	 	 
	Date: _________________	 
	 	 
	 	 
	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	 
	 	Taxpayer Identification Number
	 	 



 



    	 	A-17-11
	 



    


    

DISTRIBUTION INSTRUCTIONS





The Assignee(s) should
include the following for purposes of distribution:


Address of the Assignee(s)
for the purpose of receiving notices and distributions: ____________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number  ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


	 	 	 
	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	 	 	Taxpayer Identification Number
	 	 	 



 



    	 	A-17-12
	 



    


    

 





 


EXHIBIT B


MORTGAGE LOAN SCHEDULE


 




    	 	B-1
	 



    


    




	3650R 2022-PF2 - Mortgage Loan Schedule	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Loan 

Identification Number  	 	Mortgage Loan	 	 	 	 	 	Mortage
	Loan/Property	 Seller	Mortgaged Property Name	Street Address	City	State	Zip Code	Rate
	1	Loan	CREFI	Acropolis Garden Cooperative	21-77 33rd Street	Astoria	New York	11105	6.09000%
	2	Loan	GACC	Concord Mills	8201 Concord Mills Boulevard	Concord	North Carolina	28027	6.54800%
	3	Loan	3650 Real Estate Investment Trust 2 LLC	Triple Net Portfolio	Various	Various	Various	Various	5.00000%
	3.01	Property	 	417 & 433 West 164th Street	417 & 433 West 164th Street	Carson	California	90248	 
	3.02	Property	 	5455 State Route 307 West	5455 State Route 307 West	Geneva	Ohio	44041	 
	3.03	Property	 	508 Fishkill Avenue 	508 Fishkill Avenue 	Beacon 	New York	12508	 
	3.04	Property	 	10701 East 126th Street North	10701 East 126th Street North	Collinsville	Oklahoma	74021	 
	3.05	Property	 	120-150 West 154th Street 	120, 124, 128, 132 and 150 West 154th Street	Gardena 	California	90248	 
	3.06	Property	 	529 Aldo Avenue 	529 Aldo Avenue 	Santa Clara 	California	95054	 
	3.07	Property	 	758 East Utah Valley Drive	758 East Utah Valley Drive	American Fork	Utah	84003	 
	3.08	Property	 	7051 Patterson Drive 	7051 Patterson Drive 	Garden Grove	California	92841	 
	3.09	Property	 	255 Industrial Parkway	255 Industrial Parkway	Ithaca 	Michigan	48847	 
	3.10	Property	 	2801 North Earl Rudder Freeway	2801 North Earl Rudder Freeway	Bryan 	Texas	77803	 
	3.11	Property	 	1200 North Maitlen Drive 	1200 North Maitlen Drive	Cushing 	Oklahoma	74023	 
	3.12	Property	 	2022 West Townline Road	2022 West Townline Road	Peoria	Illinois	61615	 
	3.13	Property	 	5450 Bishop Road	5450 Bishop Road	Geneva	Ohio	44041	 
	3.14	Property	 	13210 Kingston Avenue	13210 Kingston Avenue	Chester 	Virginia	23836	 
	4	Loan	GACC	330 West 34th Street Leased Fee   	330 West 34th Street	New York	New York	10001	4.55000%
	5	Loan	3650 Real Estate Investment Trust 2 LLC	Central States Industrial Portfolio	Various	Various	Various	Various	5.51000%
	5.01	Property	 	Evergreen	12499 Evergreen Avenue	Detroit	Michigan	48228	 
	5.02	Property	 	Empire A&B	7625 Empire Drive	Florence	Kentucky	41042	 
	5.03	Property	 	Lone Oak	1313 Loan Oak Road	Eagan	Minnesota	55121	 
	5.04	Property	 	Mound	24680 Mound Road	Warren	Michigan	48091	 
	5.05	Property	 	Rochester	1842 & 1890 Rochester Industrial Drive	Rochester Hills	Michigan	48309	 
	5.06	Property	 	Schoolcraft	39555 Schoolcraft Road	Plymouth Township	Michigan	48170	 
	5.07	Property	 	Wayne	32713 Schoolcraft Road	Livonia	Michigan	48150	 
	5.08	Property	 	Jeffries	34443 Schoolcraft Road	Livonia	Michigan	48150	 
	5.09	Property	 	Eckels	12707 Eckles Road	Plymouth	Michigan	48170	 
	5.10	Property	 	Martel	3120 Interstate 30	Little Rock	Arkansas	72206	 
	6	Loan	GACC	Ace Hotel & Swim Club	701 East Palm Canyon Drive	Palm Springs	California	92264	5.49400%
	7	Loan	CREFI	AZ Anytime Storage Portfolio	Various	Various	Arizona	Various	5.79000%
	7.01	Property	 	Anytime Storage #58	2100 West Baseline Road	Apache Junction	Arizona	85120	 
	7.02	Property	 	Anytime Storage #52	7340 East Benson Highway	Tucson	Arizona	85756	 
	7.03	Property	 	Anytime Storage #53	1751 East Benson Highway	Tucson	Arizona	85714	 
	7.04	Property	 	Anytime Storage #55	5600 South 12th Avenue	Tucson	Arizona	85706	 
	7.05	Property	 	Anytime Storage #62	11139 East Apache Trail	Apache Junction	Arizona	85120	 
	7.06	Property	 	Anytime Storage #54	1155 East Irvington Road	Tucson	Arizona	85714	 
	7.07	Property	 	Anytime Storage #59	3055 North 30th Avenue	Phoenix	Arizona	85017	 
	7.08	Property	 	Anytime Storage #56	110 & 101 South Taylor Avenue	Bisbee	Arizona	85603	 
	7.09	Property	 	Anytime Storage #61	556 East Frank Way	Williams	Arizona	86046	 
	7.10	Property	 	Anytime Storage #60	508 North Grant Street	Flagstaff	Arizona	86004	 
	8	Loan	3650 Real Estate Investment Trust 2 LLC	Art Ovation Hotel	1255 North Palm Avenue	Sarasota	Florida	34236	5.90000%
	9	Loan	3650 Real Estate Investment Trust 2 LLC	Grove Northridge	8940-9080 Tampa Avenue	Northridge	California	91324	5.51000%
	10	Loan	3650 Real Estate Investment Trust 2 LLC	Germantown Village Square	7670-7730 Poplar Avenue	Germantown	Tennessee	38138	5.52500%
	11	Loan	3650 Real Estate Investment Trust 2 LLC	Aventura Self Storage	2641 Northeast 186th Terrace	Miami	Florida	33180	5.41000%
	12	Loan	Column	TOTAL Plaza	1201 Louisiana Street	Houston	Texas	77002	4.77100%
	13	Loan	3650 Real Estate Investment Trust 2 LLC	Eastgate	510-560 Marks Street	Henderson	Nevada	89014	4.08500%
	14	Loan	3650 Real Estate Investment Trust 2 LLC	City Market	219 West Bryan Street 	Savannah	Georgia	31401	4.50000%
	15	Loan	3650 Real Estate Investment Trust 2 LLC	500 Delaware	500 Delaware Avenue	Wilmington	Delaware	19801	4.84000%
	16	Loan	3650 Real Estate Investment Trust 2 LLC	Liberty Avenue Industrial	317 Glenmore Avenue	Brooklyn	New York	11207	5.75000%
	17	Loan	3650 Real Estate Investment Trust 2 LLC	Patewood Corporate Center	10 & 30 Patewood Drive and 50 & 80 International Drive  	Greenville	South Carolina	29615	4.13000%
	18	Loan	GACC	Nellis Plaza	305 North Nellis Boulevard	Las Vegas	Nevada	89110	6.19100%
	19	Loan	CREFI	IPG Portfolio	Various	Various	Various	Various	6.33000%
	19.01	Property	 	Eagle Springs	1101 Eagle Springs Road 	Danville	Virginia	24540	 
	19.02	Property	 	Danville	360 Ringgold Industrial Parkway 	Danville	Virginia	24540	 
	19.03	Property	 	Blythewood	1091 Carolina Pines Drive 	Blythewood	South Carolina	29016	 
	19.04	Property	 	Menasha	741-748 Fourth Street	Menasha	Wisconsin	54952	 
	19.05	Property	 	Tremonton	760 West 1000 North 	Tremonton	Utah	84337	 
	19.06	Property	 	Carbondale	2200 North McRoy Drive 	Carbondale	Illinois	62901	 
	19.07	Property	 	Marysville	317 Kendall Street	Marysville	Michigan	48040	 
	19.08	Property	 	Midland	13722 Bill Mcgee Road	Midland	North Carolina	28107	 
	20	Loan	3650 Real Estate Investment Trust 2 LLC	RH HQ	5725 Paradise Drive	Corte Madera	California	94925	5.38000%
	21	Loan	CREFI	University Corporate Center I	3501 Quadrangle Boulevard	Orlando	Florida	32817	5.94000%
	22	Loan	3650 Real Estate Investment Trust 2 LLC	Fairfield Inn Klamath Falls	460 Timbermill Drive	Klamath Falls	Oregon	97601	6.03000%
	23	Loan	3650 Real Estate Investment Trust 2 LLC	800 Cesar Chavez	630 & 640-800 Cesar Chavez	San Francisco	California	94124	4.11000%
	24	Loan	3650 Real Estate Investment Trust 2 LLC	Meadowood Mall	5000 Meadowood Mall Circle	Reno	Nevada	89502	3.93000%
	25	Loan	3650 Real Estate Investment Trust 2 LLC	Summit	7302, 7304 & 7400 Southwest 34th Avenue	Amarillo	Texas	79121	3.38000%
	26	Loan	3650 Real Estate Investment Trust 2 LLC	PetSmart HQ	19601 North 27th Avenue	Phoenix	Arizona	85027	4.28000%
	27	Loan	3650 Real Estate Investment Trust 2 LLC	Icon One Daytona	1820 Legends Lane	Daytona Beach	Florida	32114	3.77000%
	28	Loan	3650 Real Estate Investment Trust 2 LLC	Prince Hall Apartments	3650 Dixon Avenue	Dallas	Texas	75210	3.97000%
	29	Loan	3650 Real Estate Investment Trust 2 LLC	Lakeshore Marketplace	5103 South Harvey Street	Norton Shores	Michigan	49444	4.08000%
	30	Loan	3650 Real Estate Investment Trust 2 LLC	Summer Glen Apartments	6090 Terry Road	Jacksonville	Florida	32216	4.26000%
	31	Loan	GACC	Prospect Street Industrial	14301 Prospect Street	Dearborn	Michigan	48126	7.07800%
	32	Loan	CREFI	Southern Star TX & CO Portfolio	Various	Various	Various	Various	6.88000%
	32.01	Property	 	Plano Parkway Self Storage	1100 East Plano Parkway	Plano	Texas	75074	 
	32.02	Property	 	StormKing Storage Montrose	19289 U.S. Highway 550	Montrose	Colorado	81403	 
	33	Loan	CREFI	Store-It-All Owensboro	2946 Fairview Drive	Owensboro	Kentucky	42303	6.16000%



 



    	 



    


    




	3650R 2022-PF2 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Non-Serviced	Non-Serviced	Interest
	Loan 

Identification Number 	 	Mortgage Loan	Cut-off 	 	Master Servicing Fee 

Rate (%)	  Primary Servicing Fee 

Rate (%)	  Subservicing Fee Rate  

(%)	Primary Servicing	Subservicing	Accrual 
	Loan/Property	 Seller	Date Balance ($)	  Maturity Date	 Fee Rate (%)	 Fee Rate (%)	Method
	1	Loan	CREFI	68,500,000	11/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	2	Loan	GACC	60,000,000	11/1/2032	0.00125%	0.00000%	NAP	0.00250%	0.00000%	Actual/360
	3	Loan	3650 Real Estate Investment Trust 2 LLC	53,500,000	8/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	3.01	Property	 	7,870,741	 	 	 	 	 	 	 
	3.02	Property	 	7,683,344	 	 	 	 	 	 	 
	3.03	Property	 	7,378,694	 	 	 	 	 	 	 
	3.04	Property	 	4,872,364	 	 	 	 	 	 	 
	3.05	Property	 	4,696,409	 	 	 	 	 	 	 
	3.06	Property	 	4,424,557	 	 	 	 	 	 	 
	3.07	Property	 	4,409,708	 	 	 	 	 	 	 
	3.08	Property	 	3,299,166	 	 	 	 	 	 	 
	3.09	Property	 	2,253,595	 	 	 	 	 	 	 
	3.10	Property	 	2,248,784	 	 	 	 	 	 	 
	3.11	Property	 	1,649,107	 	 	 	 	 	 	 
	3.12	Property	 	1,086,911	 	 	 	 	 	 	 
	3.13	Property	 	1,060,676	 	 	 	 	 	 	 
	3.14	Property	 	565,944	 	 	 	 	 	 	 
	4	Loan	GACC	40,000,000	9/6/2032	0.00125%	0.00000%	NAP	0.00125%	0.00000%	Actual/360
	5	Loan	3650 Real Estate Investment Trust 2 LLC	39,900,000	8/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	5.01	Property	 	9,119,048	 	 	 	 	 	 	 
	5.02	Property	 	8,379,666	 	 	 	 	 	 	 
	5.03	Property	 	6,088,247	 	 	 	 	 	 	 
	5.04	Property	 	3,303,907	 	 	 	 	 	 	 
	5.05	Property	 	3,077,429	 	 	 	 	 	 	 
	5.06	Property	 	2,557,863	 	 	 	 	 	 	 
	5.07	Property	 	2,144,875	 	 	 	 	 	 	 
	5.08	Property	 	2,091,586	 	 	 	 	 	 	 
	5.09	Property	 	1,698,581	 	 	 	 	 	 	 
	5.10	Property	 	1,438,798	 	 	 	 	 	 	 
	6	Loan	GACC	39,000,000	11/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	7	Loan	CREFI	34,200,000	10/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	7.01	Property	 	5,650,000	 	 	 	 	 	 	 
	7.02	Property	 	5,000,000	 	 	 	 	 	 	 
	7.03	Property	 	4,650,000	 	 	 	 	 	 	 
	7.04	Property	 	4,100,000	 	 	 	 	 	 	 
	7.05	Property	 	3,325,000	 	 	 	 	 	 	 
	7.06	Property	 	3,100,000	 	 	 	 	 	 	 
	7.07	Property	 	2,750,000	 	 	 	 	 	 	 
	7.08	Property	 	2,450,000	 	 	 	 	 	 	 
	7.09	Property	 	2,150,000	 	 	 	 	 	 	 
	7.10	Property	 	1,025,000	 	 	 	 	 	 	 
	8	Loan	3650 Real Estate Investment Trust 2 LLC	27,500,000	8/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	9	Loan	3650 Real Estate Investment Trust 2 LLC	25,000,000	10/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	10	Loan	3650 Real Estate Investment Trust 2 LLC	24,830,000	9/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	11	Loan	3650 Real Estate Investment Trust 2 LLC	23,000,000	8/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	12	Loan	Column	22,292,385	4/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	13	Loan	3650 Real Estate Investment Trust 2 LLC	22,250,000	2/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	14	Loan	3650 Real Estate Investment Trust 2 LLC	20,500,000	4/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	15	Loan	3650 Real Estate Investment Trust 2 LLC	20,000,000	5/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	16	Loan	3650 Real Estate Investment Trust 2 LLC	18,875,000	11/7/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	17	Loan	3650 Real Estate Investment Trust 2 LLC	18,000,000	6/5/2028	0.00125%	0.00000%	NAP	0.04920%	0.00125%	Actual/360
	18	Loan	GACC	15,500,000	11/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	19	Loan	CREFI	15,000,000	10/6/2032	0.00125%	0.00000%	NAP	0.00125%	0.00000%	Actual/360
	19.01	Property	 	3,067,919	 	 	 	 	 	 	 
	19.02	Property	 	3,056,687	 	 	 	 	 	 	 
	19.03	Property	 	2,863,412	 	 	 	 	 	 	 
	19.04	Property	 	1,398,514	 	 	 	 	 	 	 
	19.05	Property	 	1,229,146	 	 	 	 	 	 	 
	19.06	Property	 	1,196,135	 	 	 	 	 	 	 
	19.07	Property	 	1,109,983	 	 	 	 	 	 	 
	19.08	Property	 	1,078,205	 	 	 	 	 	 	 
	20	Loan	3650 Real Estate Investment Trust 2 LLC	15,000,000	6/5/2029	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	21	Loan	CREFI	14,500,000	10/6/2027	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	22	Loan	3650 Real Estate Investment Trust 2 LLC	13,962,928	8/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	23	Loan	3650 Real Estate Investment Trust 2 LLC	13,000,000	3/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	24	Loan	3650 Real Estate Investment Trust 2 LLC	12,232,206	12/1/2026	0.00125%	0.00000%	NAP	0.04795%	0.00250%	Actual/360
	25	Loan	3650 Real Estate Investment Trust 2 LLC	12,074,222	2/5/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	26	Loan	3650 Real Estate Investment Trust 2 LLC	10,000,000	4/5/2028	0.00125%	0.00000%	NAP	0.04920%	0.00125%	Actual/360
	27	Loan	3650 Real Estate Investment Trust 2 LLC	10,000,000	9/5/2031	0.00125%	0.00000%	NAP	0.04920%	0.00125%	Actual/360
	28	Loan	3650 Real Estate Investment Trust 2 LLC	9,912,500	12/5/2031	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	29	Loan	3650 Real Estate Investment Trust 2 LLC	9,643,371	1/5/2027	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	30	Loan	3650 Real Estate Investment Trust 2 LLC	7,400,000	4/6/2032	0.00125%	0.00125%	NAP	0.04920%	0.00000%	Actual/360
	31	Loan	GACC	5,500,000	11/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	32	Loan	CREFI	4,100,000	10/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360
	32.01	Property	 	2,100,000	 	 	 	 	 	 	 
	32.02	Property	 	2,000,000	 	 	 	 	 	 	 
	33	Loan	CREFI	3,000,000	10/6/2032	0.00125%	0.00125%	NAP	0.00000%	0.00000%	Actual/360



 



    	 



    


    




	3650R 2022-PF2 - Mortgage Loan Schedule	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Loan 

Identification Number  	 	Mortgage Loan	Remaining	Letter of 	Part of	Leasehold	Cross-Collateralized (Y/N)	 
	Loan/Property	 Seller	Amortization Term	Credit	Whole Loan	Interest	Flood Zone
	1	Loan	CREFI	0	No	No	No	No	No
	2	Loan	GACC	360	No	Yes	No	No	No
	3	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	Yes	 	No	 
	3.01	Property	 	 	 	 	No	 	No
	3.02	Property	 	 	 	 	No	 	No
	3.03	Property	 	 	 	 	No	 	No
	3.04	Property	 	 	 	 	No	 	No
	3.05	Property	 	 	 	 	No	 	No
	3.06	Property	 	 	 	 	No	 	No
	3.07	Property	 	 	 	 	No	 	No
	3.08	Property	 	 	 	 	No	 	No
	3.09	Property	 	 	 	 	No	 	No
	3.10	Property	 	 	 	 	No	 	No
	3.11	Property	 	 	 	 	No	 	No
	3.12	Property	 	 	 	 	No	 	No
	3.13	Property	 	 	 	 	No	 	No
	3.14	Property	 	 	 	 	No	 	No
	4	Loan	GACC	0	No	Yes	No	No	No
	5	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	Yes	 	No	 
	5.01	Property	 	 	 	 	No	 	No
	5.02	Property	 	 	 	 	No	 	No
	5.03	Property	 	 	 	 	No	 	No
	5.04	Property	 	 	 	 	No	 	No
	5.05	Property	 	 	 	 	No	 	No
	5.06	Property	 	 	 	 	No	 	No
	5.07	Property	 	 	 	 	No	 	No
	5.08	Property	 	 	 	 	No	 	No
	5.09	Property	 	 	 	 	No	 	No
	5.10	Property	 	 	 	 	No	 	Yes - AE
	6	Loan	GACC	0	No	No	Yes	No	No
	7	Loan	CREFI	0	No	No	 	No	 
	7.01	Property	 	 	 	 	No	 	No
	7.02	Property	 	 	 	 	No	 	No
	7.03	Property	 	 	 	 	No	 	No
	7.04	Property	 	 	 	 	No	 	No
	7.05	Property	 	 	 	 	No	 	No
	7.06	Property	 	 	 	 	No	 	No
	7.07	Property	 	 	 	 	No	 	No
	7.08	Property	 	 	 	 	No	 	No
	7.09	Property	 	 	 	 	No	 	No
	7.10	Property	 	 	 	 	No	 	No
	8	Loan	3650 Real Estate Investment Trust 2 LLC	360	No	Yes	No	No	Yes - AE
	9	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	Yes - A
	10	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	No
	11	Loan	3650 Real Estate Investment Trust 2 LLC	0	No 	No	No	No	Yes - AE
	12	Loan	Column	353	No	Yes	Yes	No	No
	13	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	No
	14	Loan	3650 Real Estate Investment Trust 2 LLC	0	No 	No	No	No	No
	15	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	Yes	No	No	No
	16	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	No
	17	Loan	3650 Real Estate Investment Trust 2 LLC	0	No 	Yes	No	No	No
	18	Loan	GACC	0	No	No	No	No	No
	19	Loan	CREFI	0	No	Yes	 	No	 
	19.01	Property	 	 	 	 	No	 	No
	19.02	Property	 	 	 	 	No	 	No
	19.03	Property	 	 	 	 	No	 	No
	19.04	Property	 	 	 	 	No	 	No
	19.05	Property	 	 	 	 	No	 	No
	19.06	Property	 	 	 	 	No	 	No
	19.07	Property	 	 	 	 	No	 	No
	19.08	Property	 	 	 	 	No	 	No
	20	Loan	3650 Real Estate Investment Trust 2 LLC	0	No 	Yes	Yes	No	Yes - AE
	21	Loan	CREFI	0	No	No	No	No	No
	22	Loan	3650 Real Estate Investment Trust 2 LLC	357	No 	No	No	No	No
	23	Loan	3650 Real Estate Investment Trust 2 LLC	0	Yes	Yes	No	No	No
	24	Loan	3650 Real Estate Investment Trust 2 LLC	289	No 	Yes	No	No	No
	25	Loan	3650 Real Estate Investment Trust 2 LLC	351	No	No	No	No	No
	26	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	Yes	No	No	No
	27	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	Yes	No	No	No
	28	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	No
	29	Loan	3650 Real Estate Investment Trust 2 LLC	350	No	Yes	No	No	No
	30	Loan	3650 Real Estate Investment Trust 2 LLC	0	No	No	No	No	No
	31	Loan	GACC	0	No	No	No	No	No
	32	Loan	CREFI	0	No	No	 	No	 
	32.01	Property	 	 	 	 	No	 	No
	32.02	Property	 	 	 	 	No	 	No
	33	Loan	CREFI	0	No	No	No	No	No



 



    	 



    


    




 



EXHIBIT C


FORM OF INVESTMENT REPRESENTATION LETTER


 


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


 


3650 REIT Commercial Mortgage Securities II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


		Re:	Transfer of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor, on behalf of the holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


1.       Check
one of the following:*


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is
an “accredited investor” (an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in
which all






 



* Purchaser must include one of the following two
certifications.







    	 	Exhibit C-1
	 



    


    

of the equity owners come within such paragraphs
and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment
in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the Purchaser’s
or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more
accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made
in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.



2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to any Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter
substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee
and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt
by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
is in compliance with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for
any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent
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 reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Offering Circular and the Final Offering Circular related to such
Offered Private Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions
and receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.




    	 	Exhibit C-2
	 



    


    

5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a
signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service
(“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate.
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii)
IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor
form), which identify such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on
the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI,
[as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of
any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.



For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 



**
Each Purchaser must include one of the two alternative certifications. 



*** Does not apply to a transfer of Class R Certificates.




    	 	Exhibit C-3
	 



    


    

8.       Please
make all payments due on the Certificates:****


		☐	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:








	 	Bank:	 	 



	 	ABA #:	 	 



	 	Account #:	 	 



	 	Attention:	 	 



	 	 ☐	(b)	by mailing a check or draft to the following address:







	 	 	 
	 	 	 
	 	 	 



9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person. 





	 	Very truly yours,
	 	 
	 	 
	 	 
	 	[The Purchaser]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	Dated:	
	 	 



 



****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance of at least U.S.
$5,000,000.



    	 	Exhibit C-4
	 



    


    

EXHIBIT D-1


Form
of Transferee Affidavit FOR TRANSFERS OF CLASS R 

CERTIFICATES


[Date]


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Corporate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated and effective as of November 1, 2022, among 3650 REIT Commercial Mortgage Securities II LLC,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor






	STATE OF	)	 
	 	)	ss.:
	COUNTY OF                              	)	 



I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC” or “Trust REMIC”) designated as the (i) “Lower-Tier
REMIC”, (ii) “Upper-Tier REMIC”, (iii) “Patewood Corporate Center Loan REMIC”,
(iv) “PetSmart HQ Loan REMIC”, and (v) “Prince Hall Apartments Loan REMIC”, respectively, relating
to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


3.       The
Purchaser is not a Disqualified Organization (as defined below), and that the Purchaser is not acquiring the Class R Certificates for
the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership




    	 	Exhibit D-1-1
	 



    


    

thereof, to a Disqualified Organization. For
the purposes hereof, a “Disqualified Organization” is any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than
an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board
of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency
or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined
in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and
(v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to
the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class
R Certificate to such Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor provisions.


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other person.


8.       Check
the applicable paragraph:


☐       The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)     the
present value of the expected future distributions on such Class R Certificate; and




    	 	Exhibit D-1-2
	 



    


    

(iii)   the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the
Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute
its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using
a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


☐       The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


(i)                   the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from the Class R Certificate will only be taxed in the United States;


(ii)                at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


(iii)             the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


(iv)            the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and
other factors specific to the Purchaser) that it has determined in good faith.


☐                    None of the above.


9.                     The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


10.               The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.               The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not




    	 	Exhibit D-1-3
	 



    


    

consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is false.


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is
set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


15.       The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC
pursuant to Section 10.01 of the Pooling and Servicing Agreement.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







    	 	Exhibit D-1-4
	 



    


    

On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they
executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.







		 	 
		 	NOTARY PUBLIC in and for the
		 	State of                                 
	[SEAL]	 	 	 
	 	 	 	 
	My Commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 
	                                             	 	 	 




    	 	Exhibit D-1-5
	 



    


    

EXHIBIT D-2


FORM OF TRANSFEROR LETTER FOR
TRANSFERS OF CLASS R CERTIFICATES


[Date]


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


	 	Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2 (the “Certificates”)




Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”). The
Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated and effective as
of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender
Services LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that
the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be




    	 	Exhibit D-2-1
	 



    


    

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:





    	 	Exhibit D-2-2
	 



    


    

EXHIBIT D-3


 


[RESERVED]


 


 


 


 


 


 


 




    	 	Exhibit D-3-1
	 



    


    

EXHIBIT D-4


 


[RESERVED]


 


 


 




    	 	Exhibit D-4-1
	 



    


    

EXHIBIT D-5


Form
of Transferee CERTIFICATE FOR TRANSFERS

OF The HRR Certificates


[Date]


Computershare Trust Company, National
Association,

as Certificate Registrar


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS)
– 3650R 2022-PF2


3650 Real Estate Investment Trust 2 LLC


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


E-mail: compliance@3650REIT.com


 


3650 REIT Commercial Mortgage Securities
II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated and effective as of November 1, 2022, among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and 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 [E-RR][F-RR][G-RR][J-RR][NR-RR] Certificates from [_____] (the “Transferor”).



		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of any portion of
the HRR Certificates by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not





    	 	Exhibit D-5-1
	 



    


    

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”).



		4.	If the Purchaser is (i) in the case of the Class E-RR Certificates, a Plan (or acting on behalf of or
using the assets of a Plan) subject to ERISA or to Section 4975 of the Code relying on PTE 89-90 or (ii) an insurance company general
account relying on PTCE 95-60 to cover its acquisition of the Class F-RR, Class G-RR, Class J-RR or Class NR-RR Certificates, (a) all
of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition and holding of the Class F-RR, Class
G-RR, Class J-RR or Class NR-RR Certificates and (b) the acquisition of the Class E-RR, Class F-RR, Class G-RR, Class J-RR or Class NR-RR
Certificates will be effected through Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC,
Mischler Financial Group, Inc. and/or an Affiliate of any such entity.



		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 the Credit Risk Retention Rules,
of the Transferor (a “Majority-owned Affiliate”).



		B.	It is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that is not a Majority-owned
Affiliate, and that for so long as it retains its interest in the HRR Certificates, it will remain a Majority-owned Affiliate.



		C.	It will deliver a joinder agreement substantially in the form attached to the Risk Retention Agreement
pursuant to which it has agreed to be bound by the terms of the Risk Retention Agreement to the same extent as if it was the Transferor
itself.



☐           The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Purchaser certifies, represents and warrants to each
of the addressees hereto that:


		A.	It will execute and deliver to the Retaining Sponsor a new credit risk retention agreement in accordance
with the Risk Retention Agreement.



		B.	If required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver a guaranty,
if required under the Risk Retention Agreement.



		C.	It will comply with any additional requirements and satisfy any additional conditions set forth under
the Risk Retention Agreement





    	 	Exhibit D-5-2
	 



    


    

applicable to the Transfer and the Purchaser
as a subsequent Third Party Purchaser.


☐            The
Transfer will occur after the termination of the Transfer Restriction Period.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the Purchaser
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.


	 	By:	 
	 	 	Name:
	 	 	Title:



	CONSENT TO TRANSFER:	 	 
	 	 	 
	RETAINING SPONSOR	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 




    	 	Exhibit D-5-3
	 



    


    

EXHIBIT D-6


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF HRR CERTIFICATES


[Date]


Computershare Trust Company, National
Association,

as Certificate Registrar


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS)
– 3650R 2022-PF2


3650 Real Estate Investment Trust 2 LLC


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


E-mail: compliance@3650REIT.com


 


3650 REIT Commercial Mortgage Securities
II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


		Re:	3650R 2022-PF2 Mortgage Trust, Commercial Mortgage Pass-Through 

Certificates,
Series 2022-PF2 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][J-RR][NR-RR] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


		1.	The Transfer is in compliance with any applicable credit risk retention agreement in effect between the
Retaining Sponsor and the Transferor (the “Risk Retention Agreement”) and the Pooling and Servicing Agreement.





    	 	Exhibit D-6-1
	 



    


    

		2.	If the Transferee is (i) in the case of the Class E-RR Certificates, a Plan (or acting on behalf of or
using the assets of a Plan) subject to ERISA or to Section 4975 of the Code relying on PTE 89-90 or (ii) an insurance company general
account relying on PTCE 95-60 to cover its acquisition of the Class F-RR, Class G-RR, Class J-RR or Class NR-RR Certificates, to the Transferor’s
knowledge (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class F-RR,
Class G-RR, Class J-RR or Class NR-RR Certificates and (b) the acquisition and holding of the Class E-RR, Class F-RR, Class G-RR, Class
J-RR or Class NR-RR Certificates will be effected through either Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Mischler Financial Group, Inc. and/or an Affiliate of any such entity.



		3.	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 the Credit Risk
Retention Rules, of the Transferor (a “Majority-owned Affiliate”).



		B.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable to transfers
by the Transferor to a Majority-owned Affiliate.



☐        The
Transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor certifies, represents and warrants to you
that:


		A.	The Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable to transfers
by the Transferor to subsequent Third Party Purchasers.



☐        The
Transfer will occur after the termination of the Transfer Restriction Period.


		4.	The Transferor certifies, represents and warrants to you that the Transferor has provided notice of the
Transfer to the Retaining Sponsor and [check one of the following]:



☐        The
Retaining Sponsor has consented to the Transfer, a copy of which is attached hereto.


☐        At
least ten (10) Business Days have passed since the Retaining Sponsor’s receipt of such written notice, and the Sponsor has not responded
to the Transferor.


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form
attached to the Pooling and Servicing Agreement as Exhibit D-5. The Transferor does not know or believe that any representation
contained therein is false.



IN WITNESS WHEREOF, the Transferor
has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________, 20__.




    	 	Exhibit D-6-2
	 



    


    

 


	 	[TRANSFEROR]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






	CONSENT TO TRANSFER:	 	 
	 	 	 
	RETAINING SPONSOR	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 



	3650 REIT Commercial Mortgage Securities II LLC,	 
	Depositor	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 



 





    	 	Exhibit D-6-3
	 



    


    

EXHIBIT D-7


FORM OF REQUEST OF RETAINING SPONSOR CONSENT
FOR RELEASE OF THE HRR CERTIFICATES


[Date]


TO BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR
BY 

RETAINING PARTY


Computershare Trust Company, National Association


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody (CMBS) – 3650R
2022-PF2


E-mail: RiskRetentionCustody@wellsfargo.com


 


TO BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR
BY RETAINING 

PARTY


3650 Real Estate Investment Trust 2 LLC


as Retaining Sponsor


2977 McFarlane Road, Suite 300


Miami, FL 33133


E-mail: compliance@3650REIT.com


 


3650 REIT Commercial Mortgage Securities II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


Re: 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass-

Through Certificates, Series 2022-PF2 (the “Certificates”)


Ladies and Gentlemen:


This is delivered to you
in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [E-RR][F-RR][G-RR][J-RR][NR-RR]
Certificates from the Retained Certificate Safekeeping Account.


The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


The Retaining Party hereby
requests your written consent to the Release.


 




    	 	Exhibit D-7-1
	 



    


    

	 	Sincerely,
	 	 	 
	 	 	 
	 	[RETAINING PARTY]
	 	 	 
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



	CONSENT TO RELEASE:	 	 
	 	 	 
	RETAINING SPONSOR	 	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	E-mail:	 	 



 





    	 	Exhibit D-7-2
	 



    


    

EXHIBIT E


FORM OF REQUEST FOR RELEASE

(for Custodian)





	Loan Information	 
	 	 	 
	 	Name of Mortgagor:	 
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]	 
	 	Loan No.:	 
	 	 	 
	Custodian	 
	 	 	 
	 	Name:	Computershare Trust Company, National Association
	 	 	 
	 	Address:	1055 10th Ave SE
	 	 	Minneapolis, Minnesota 55414
	 	 	Attention: Document Custody Group 3650R 2022-PF2
	 	 	Commercial Mortgage Trust
	 	 	 
	 	Custodian/Trustee	 
	 	Mortgage File No.:	 
	 	 	 
	Depositor	 
	 	 	 
	 	Name:	3650 REIT Commercial Mortgage Securities II LLC
	 	 	 
	 	Address:	2977 McFarlane Road, Suite 300
	 	 	Miami, Florida 33133
	 	 	 
	 	Certificates:	3650R 2022-PF2 Commercial Mortgage Trust,
	 	 	Commercial Mortgage Pass Through Certificates, Series
	 	 	2022-PF2


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”)
on behalf of Computershare Trust Company, National Association, as Trustee (the “Trustee”), for the Holders of 3650R
2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2, the documents referred to below (the
“Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given
them in the Pooling and Servicing Agreement dated and effective as of November 1, 2022, among 3650 REIT Commercial Mortgage Securities
II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing
LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing Agreement”).




    	 	Exhibit E-1
	 



    


    




	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 
	 	 	 	 
	 	( )	 	 




The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1) The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling
and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage
Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer]shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the Documents
separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody or control.


 


	 	[____________]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated: _________	 	 




    	 	Exhibit E-2
	 



    


    

EXHIBIT F-1


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


Computershare Trust Company, National
Association,

as Certificate Administrator


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


 


3650 REIT Commercial Mortgage Securities II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


		Re:	Transfer of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2022-PF2



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase US$[___] aggregate Certificate Balance in the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2022-PF2, Class [G-RR][J-RR][NR-RR] Certificates issued pursuant to that certain Pooling and Servicing Agreement
dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage
Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan
Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and
Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that the Purchaser is not and will not become (a) an employee benefit plan
or other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA), or other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to Section 406 of ERISA or Section 4975 of the Code (each a “Plan”)
or (b) a person acting on behalf of or using the assets of any such Plan (including any entity whose underlying assets include plan
assets within the meaning of U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA), other than
an insurance company purchasing and holding such Certificate with the assets of its general account under circumstances that meet all
the requirements under Sections I and III of Prohibited Transaction




    	 	Exhibit F-1-1
	 



    


    

Class Exemption 95-60 (or, in the case
of a Plan subject to Similar Law, where the acquisition, holding and disposition by such Plan will not constitute or result in a non-exempt
violation of applicable Similar Law).


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the [__] day of [____], 20[__].





	 	Very truly yours,
	 	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	Dated: _________	 	 




    	 	Exhibit F-1-2
	 



    


    

EXHIBIT F-2


Form
of ERISA Representation Letter

regarding CLASS [R][P] CERTIFICATES


[Date]


Computershare Trust Company, National
Association,

as Certificate Administrator


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase [__]% Percentage Interest in the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2, Class [R][P] Certificates (the “Class [R][P] Certificate”) issued pursuant to that certain Pooling
and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650
REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class [R][P ] Certificate, the Purchaser is not and will
not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or 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”) which is, to a material extent, similar to Section
406 of ERISA or Section 4975 of the Code (each, a “Plan”) or (b) any person acting on behalf of any such Plan or using
the assets of a Plan (including any entity whose underlying assets include plan




    	 	Exhibit F-2-1
	 



    


    

assets within the meaning of U.S. Department
of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA).


IN WITNESS WHEREOF, the Purchaser
hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:




    	 	Exhibit F-2-2
	 



    


    

EXHIBIT G


FORM OF DISTRIBUTION DATE STATEMENT



See Annex B to the Prospectus.


 


 




    	 	Exhibit G-1
	 



    


    

EXHIBIT H


FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse, representation
or warranty, express or implied, unto “Computershare Trust Company, National Association, as Trustee for the registered holders
of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS) – 3650R 2022-PF2,
its successors and assigns, all right, title and interest of the Assignor in and to:


That certain mortgage and
security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each of the
Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies,
certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising
out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together with any other
documents or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument and the Mortgage
Note.


IN WITNESS WHEREOF, the Assignor
has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




    	 	Exhibit H-1
	 



    


    

EXHIBIT I


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the Depository
in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)      the
offer of the Certificates was not made to a person in the United States;


 



*
       Select appropriate depository.




    	 	Exhibit I-1
	 



    


    

[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 



 





 



**        Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.



    	 	Exhibit I-2
	 



    


    

EXHIBIT J


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the Depository
in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS No. [______],
ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit J-1
	 



    


    

[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 



 


 





 



*        Insert one of these two provisions, which come from
the definition of “offshore transaction” in Regulation S.




    	 	Exhibit J-2
	 



    


    

EXHIBIT K


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55415


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name
of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and





 



*
      Select appropriate depository.




    	 	Exhibit K-1
	 



    


    

in accordance with any applicable securities
laws of any state of the United States or other applicable jurisdiction.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 




    	 	Exhibit K-2
	 



    


    

EXHIBIT L


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


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.




    	 	Exhibit L-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 Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Placement Agents.


	 	Dated: _______________
	 	 
	 	 



	 	By:	 	 
	 	 	as, or as agent for, the holder of a beneficial
	 	 	interest in the Certificates to which this
	 	 	certificate relates.




    	 	Exhibit L-2
	 



    


    

EXHIBIT M


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry Certificate


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass 

                                                                                Through Certificates, Series 2022-PF2, Class [__]




Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation
S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;





 



*
       Select appropriate depository.




    	 	Exhibit M-1
	 



    


    

[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 



 


 





 



**       Insert one of these two provisions, which come from the definition
of “offshore transaction” in Regulation S.




    	 	Exhibit M-2
	 



    


    

EXHIBIT N


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S
Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit N-1
	 



    


    

[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 



 





 



*        Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit N-2
	 



    


    

EXHIBIT O


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


Computershare Trust Company, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] of the Class [__] Certificates (the “Certificates”) which are held in
the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry
Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


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




    	 	Exhibit O-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 Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Placement Agents.





	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ________	 	 
	 	 	 
	cc: 3650 REIT Commercial Mortgage Securities II	 	 
	LLC	 	 





    	 	Exhibit O-2
	 



    


    

EXHIBIT P-1A


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY (for 

Persons other than the DIRECTING HOLDER, THE DIRECTING 

CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


[Date]


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2022-PF2

E-mail: trustadministrationgroup@wellsfargo.com;

             cts.cmbs.bond.admin@wellsfargo.com






		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



In accordance with the
Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or
any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received a copy
of the Prospectus.


4.       The
undersigned is not a Borrower Party.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are




    	 	Exhibit P-1A-1
	 



    


    

assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such
Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser
of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of
the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Placement Agents and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	[Certificateholder][Beneficial
	 	Owner][Prospective Purchaser][Companion
	 	Holder]
	 	 	 
	 	 	 
	 	By:  	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




    	 	Exhibit P-1A-2
	 



    


    

EXHIBIT P-1B


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER 

and/or a Controlling Class Certificateholder)


[Date]


	Computershare
    Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services (CMBS) 

3650R 2022-PF2

    with a copy to: 

cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	3650 REIT Loan Servicing LLC

    Attn.: General Counsel

    2977 McFarlane Road, Suite 300

    Miami, FL 33133

    E-mail: compliance@3650REIT.com
	 Park
    Bridge Lender Services LLC

    600
    Third Avenue, 40th Floor

    New
    York, New York 10016

    Attention:
    3650R 2022-PF2—Surveillance 

Manger

    with
    a copy sent contemporaneously via e-mail 

to: cmbs.notices@parkbridgefinancial.com


	Midland Loan Services,
    a Division of PNC 

Bank, National Association

    10851 Mastin Street,
    Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head

    Facsimile number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Facsimile Number: (816) 412-9338

    Attention: Kenda K. Tomes

    E-mail: kenda.tomes@stinson.com

     



3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2


In accordance with the
Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating




    	 	Exhibit P-1B-1
	 



    


    

Advisor, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is the Directing Holder, the Directing Certificateholder or a Controlling Class Certificateholder.


2.       The
undersigned has received a copy of the Prospectus.


3.       The
undersigned is not a Borrower Party.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Placement Agents and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.




    	 	Exhibit P-1B-2
	 



    


    

8.       [For
use with any party other than the initial Directing Holder and only when required to be delivered in physical form pursuant to the Pooling
and Servicing Agreement]The undersigned hereby certifies that an executed copy of this certification has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	[Directing Holder][Directing
	 	Certificateholder][Controlling Class
	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




    	 	Exhibit P-1B-3
	 



    


    

EXHIBIT P-1C


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING HOLDER, THE DIRECTING 

CERTIFICATEHOLDER And/or a Controlling Class 

Certificateholder)


[Date]


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2022-PF2

E-mail: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com






 


Midland Loan Services, a Division of PNC Bank,


National Association,


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


 


with a copy to:


 


Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Facsimile Number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com


3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage Pass Through 

Certificates, Series 2022-PF2


In accordance with the
Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:




    	 	Exhibit P-1C-1
	 



    


    

1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or
any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Holder, the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder or a beneficial owner of an Offered Certificate, the undersigned has received a copy
of the Prospectus.


4.       The
undersigned is a Borrower Party.


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following the date that the undersigned
receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution
Date Statements in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Placement Agents and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 




    	 	Exhibit P-1C-2
	 



    


    

       BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused
its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	[Borrower Party]
	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




    	 	Exhibit P-1C-3
	 



    


    

EXHIBIT P-1D


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING HOLDER, THE DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


[Date]


	Computershare
    Trust Company, National 

Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services (CMBS) 

3650R 2022-PF2

    with a copy to: 

cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com	Midland Loan Services,
    a Division of PNC 

Bank, National Association, 10851 Mastin 

Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head,

    Facsimile number: 1-888-706-3565

     

    with
    a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Facsimile Number: (816) 412-9338

    Attention: Kenda K. Tomes

    E-mail: kenda.tomes@stinson.com

	Park
    Bridge Lender Services LLC

    600
    Third Avenue, 40th Floor

    New
    York, New York 10016

    Attention:
    3650R 2022-PF2—Surveillance 

Manger

    with
    a copy sent contemporaneously via e-mail to: cmbs.notices@parkbridgefinancial.com

	3650 REIT Loan Servicing LLC

    Attn.: General Counsel

    2977 McFarlane Road, Suite 300

    Miami, FL 33133

    E-mail: compliance@3650REIT.com	 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



In accordance with the
Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1. The undersigned is [the
Directing Holder][the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].




    	 	Exhibit P-1D-1
	 



    


    

2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan. 


3.       [Pursuant
to the Pooling and Servicing Agreement, if the undersigned is (a) the Holder of the majority of the Controlling Class or (b) the
Directing Certificateholder, then in each case with respect to each of the Mortgage Loans listed in this certification, each such Mortgage
Loan shall be an “Excluded Loan”, and a Control Termination Event and a Consultation Termination Event shall be deemed to
occur and the Certificate Administrator is hereby directed to post such information on its website as a special notice in accordance with
Section 3.13(b) of the Pooling and Servicing Agreement.]


4.       The
undersigned has received a copy of the Prospectus.


5.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website
[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or
the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned
receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective
purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the
Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


6.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


7.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate




    	 	Exhibit P-1D-2
	 



    


    

Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Placement Agents and the Trust Fund for any
loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


8.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


9.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


10.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a)
by overnight courier or (b) mailed by registered mail, postage prepaid].


11.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	[Directing Holder][Directing
	 	 	Certificateholder][Holder
of a majority of the
	 	 	Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated: _______	 	 




    	 	Exhibit P-1D-3
	 



    


    

cc: 3650 REIT Commercial Mortgage Securities II LLC




    	 	Exhibit P-1D-4
	 



    


    

EXHIBIT P-1E


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


[Date]


 


	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services (CMBS)

 3650R 2022-PF2

with a copy to:

 cts.cmbs.bond.admin@wellsfargo.com, and to

 trustadministrationgroup@wellsfargo.com	3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com
	 	 
	
    Park Bridge Lender Services LLC



    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: 3650R 2022-PF2—Surveillance

 Manger



    with a copy sent contemporaneously
    via e-mail 

to: cmbs.notices@parkbridgefinancial.com

	
Midland Loan Services, a Division of PNC 

Bank, National
    Association, 10851 Mastin 

Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head,

    Facsimile number: 1-888-706-3565

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Facsimile Number: (816) 412-9338

    Attention: Kenda K. Tomes

    E-mail: kenda.tomes@stinson.com




 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2



THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2
REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.




    	 	Exhibit P-1E-1
	 



    


    

In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the
avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


3.                 
As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things, the
Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event is in effect
with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 




    	 	Exhibit P-1E-2
	 



    


    

 


	 	 	 	 


 


4.                  
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to
the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the
Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


5.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the
undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access
to such Excluded Information in




    	 	Exhibit P-1E-3
	 



    


    

connection with its duties, or exercise
of its rights pursuant to the Pooling and Servicing Agreement.


6.                 
The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Placement Agents and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


7.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


8.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the
undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


9.                 
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed
by registered mail, postage prepaid.


10.             
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the




    	 	Exhibit P-1E-4
	 



    


    

Pooling and Servicing Agreement, requesting
termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted to access and shall not access
any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s
Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii)
submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


11.             
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the
Placement Agents and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or
person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in
Paragraph 2 above.


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.





	 	[Directing Certificateholder][Holder
of the majority
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated: _______	 	 



cc: 3650 REIT Commercial Mortgage Securities II LLC




    	 	Exhibit P-1E-5
	 



    


    

EXHIBIT P-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER 

TO CERTIFICATE ADMINISTRATOR


[Date]


	
    Via: E-mail

Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2022-PF2

Telecopy Number: (410) 715-2380

trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com

    with a copy to:



    Computershare Trust Company, National Association

    8480 Stagecoach Circle

    Frederick, Maryland 21701-4747

    Attention 3650R 2022-PF2 Commercial Mortgage Securities Trust





		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                                           2022-PF2



In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):



    	 	Exhibit P-1F-1
	 



    


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


3.                 
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the 3650R 2022-PF2 Commercial Mortgage Trust securitization should be revoked as to such users:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form
of Exhibit P-1B to the Pooling and Servicing Agreement.


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	[Directing Certificateholder][Holder
of the majority
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	Exhibit P-1F-2
	 



    


    

Dated: _______


cc: 3650 REIT Commercial Mortgage Securities II LLC


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

Certificate Administrator





	 	 
	 	 
	Name:	 
	Title:	 



 



    	 	Exhibit P-1F-3
	 



    


    

EXHIBIT P-1G


Form
of Certification of the Directing Certificateholder


[Date]


 


	Computershare Trust Company, National

 Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services (CMBS) 

3650R 2022-PF2

with a copy to:

 cts.cmbs.bond.admin@wellsfargo.com, and to

 trustadministrationgroup@wellsfargo.com	
    Midland Loan Services, a Division of PNC 

Bank, National
    Association, 10851 Mastin 

Street, Suite 700

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division 

Head,

    Facsimile number: 1-888-706-3565

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Facsimile Number: (816) 412-9338

    Attention: Kenda K. Tomes

    E-mail: kenda.tomes@stinson.com

	
    Park Bridge Lender Services LLC



    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: 3650R 2022-PF2—Surveillance
    

Manger

    with a copy sent contemporaneously
    via e-mail 

to: cmbs.notices@parkbridgefinancial.com

	3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com	 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                                           2022-PF2



In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-




    	 	Exhibit P-1G-1
	 



    


    

1D to the Pooling and Servicing Agreement
and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


[For use with any party
other than the initial Directing Certificateholder][4.The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.





	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Dated: _______	 	 



cc: 3650 REIT Commercial Mortgage Securities II LLC


 




    	 	Exhibit P-1G-2
	 



    


    

EXHIBIT P-1H


[RESERVED]




    	 	Exhibit P-1H-1
	 



    


    

EXHIBIT P-2


FORM OF CERTIFICATION FOR NRSROs


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


	  Attention:	Corporate Trust Services (CMBS) 3650R 2022-PF2 Commercial Mortgage Trust, 
 Commercial Mortgage Pass Through Certificates, Series
2022-PF2




In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of November 1,
2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


		1.	The undersigned is a (a) Rating Agency hired by the Depositor to provide ratings on the Certificates;
or (b) a Nationally Recognized Statistical Rating Organization (as defined under Section 3(a)(62) of the Exchange Act); and has provided
the Depositor with the appropriate certifications under Exchange Act 17g-5(e);



		2.	The undersigned has provided the Depositor with the appropriate certifications under Exchange Act Rule
17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to the Agreement
to certain information (the “Information”) on such 17g-5 website pursuant to the provisions of the Agreement, and agrees
that any confidentiality agreement applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5
website prior to the Closing Date shall also be applicable to information obtained from the 17g-5 Information Provider’s Website
(including without limitation, to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website),
or (y), if the undersigned did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that
it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it
with respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained
from the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date;
and



		3.	Agrees that 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 17g-5 Information Provider's Website.



 




    	 	Exhibit P-2-1
	 



    


    

The undersigned shall be deemed to have recertified
to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website.


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


	 	 
	 	[NRSRO]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	Exhibit P-2-2
	 



    


    

ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Citigroup Global Markets Inc. 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 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2022-PF2 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated and effective as of November 1,
2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and 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 Computershare Trust Company, National
Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information
Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing
Agreement]. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information. For
purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following information
(irrespective of its source or form of communication, including information obtained by you through access to this site) that may be furnished
to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with respect to the Certificates:
(x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other information (such information,
the “Evaluation Material”) and (y)  any of the terms, conditions or other facts with respect to the transactions
contemplated by the Pooling and Servicing Agreement, including the status thereof; provided, however, that the term Confidential
Information shall not include information which:


		·	was or becomes generally available to the public (including through filing with the Securities and Exchange
Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined
in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



		·	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or is independently developed by the NRSRO without reference
to any Confidential Information.



 


 


Information to Be Held in Confidence.


 




    	 	Exhibit P-2-3
	 



    


    

You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to
the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research
purposes (the “Intended Purpose”).


 


You acknowledge that you are aware
that the United States and state securities laws impose restrictions on trading in securities when in possession of material, non-public
information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative who is informed of the matters
that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the Confidential
Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable Furnishing Entity,
you will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to you before, on
or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


		·	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees,
legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the
NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure
of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied,
that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



		·	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



		·	use information derived from the Confidential Information in connection with an Intended Purpose, if such
derived information does not reveal any Confidential Information.



 


Disclosures Required by Law. If you
or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory demand, request
for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing or otherwise) to
disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon as practicable (except
in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted
by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information has been made
so that the relevant Furnishing Entity may seek an appropriate protective order or other reasonable assurance that confidential treatment
will be accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory
authority to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective order
or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not to disclose
the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance
for confidential treatment is pending. You




    	 	Exhibit P-2-4
	 



    


    

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 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.


 




    	 	Exhibit P-2-5
	 



    


    

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:


 


3650 REIT Commercial Mortgage Securities II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


E-mail: compliance@3650REIT.com


 


	 	 
	 	[NRSRO]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 




    	 	Exhibit P-2-6
	 



    


    

EXHIBIT P-3


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Computershare Trust Company, National Association

9062 Old Annapolis Road


Columbia, Maryland 21045


		Attention:	Corporate Trust Services (CMBS) 3650R 2022-PF2 Commercial Mortgage Trust, 

Commercial Mortgage Pass Through Certificates, Series
2022-PF2



This Certification has been prepared for
provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.






In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated and effective as of November 1,
2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an employee or agent of Bloomberg, L.P., CMBS.com, Inc., Thomson Reuters Corporation,
Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, BlackRock Financial Management, Inc., RealINSIGHT, KBRA Analytics, LLC, Markit
Group Limited, or DealView Technologies Ltd/StructureIt, a market data provider that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink
is for its own use only in its capacity as a market data provider and not for any other purpose, and agrees that it will not disseminate
or otherwise make such information available to any other person without the written consent of the Depositor.



		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.



 




    	 	Exhibit P-3-1
	 



    


    

		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 


	 	[Online Market Data Provider]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	 	Exhibit P-3-2
	 



    


    

EXHIBIT Q


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached Schedule A


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2



 


Ladies and Gentlemen:


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full) the Custodian has, subject to Section 2.02(b) and (c) of the Pooling
and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has
determined that (i) all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause
(xii), a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage File,”
as applicable, with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Sellers have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be
executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


	 	 
	 	 
	 	CO	MPUTERSHARE TRUST COMPANY,
	 	 	NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	 
	 	 



	 	By:	 
	 	Name:	 
	 	Title:


 



    	 	Exhibit Q-1-1
	 



    


    

SCHEDULE A


 


[3650 REIT


3650 Real Estate Investment Trust
2 LLC


Attn.: General Counsel


2977 McFarlane Road, Suite 300


Miami, FL 33133


E-mail: compliance@3650REIT.com]


 


 [CREFI




Citi Real Estate Funding Inc.


388 Greenwich Street, 6th Floor


New York, New York 10013


Attention: Richard Simpson


Facsimile No.: (646) 328-2943






with a copy to:






Citi Real Estate Funding Inc.


390 Greenwich Street, 5th Floor


New York, New York 10013


Attention: Raul Orozco


Facsimile No.: (347) 394-0898






with a copy to:






Citi Real Estate Funding Inc.


388 Greenwich Street, 17th Floor


New York, New York 10013


Attention: Ryan M. O’Connor


Facsimile No.: (646) 862-8988






with copies by electronic mail to:






Richard Simpson at Richard.simpson@citi.com,
Ryan M. O’Connor at


ryan.m.oconnor@citi.com and, in the case
of each 15Ga-1 Notice,


 cmbs.notice@citi.com]




 


 


[GACC


German American Capital Corporation


1 Columbus Circle


New York, New York 10019




    	 	Exhibit Q-1-2
	 



    


    

Attention: Lainie Kaye


 


with copies via email to:


 


cmbs.requests@db.com]


 


[Column


Column Financial, Inc.


11 Madison Avenue


New York, New York 10010


Attention: Dave Tlusty


Fax number: (646) 935-8520


E-mail: david.tlusty@credit-suisse.com


 


with a copy to:


 


Column Financial, Inc.


11 Madison Avenue


New York, New York 10010


Attention: Dante LaRocca


E-mail: dante.larocca@credit-suisse.com


 


with a copy to:


cre.notices@credit-suisse.com]


 


3650 REIT Commercial Mortgage Securities
II LLC


2977 McFarlane Road, Suite 300


Miami, Florida 33133


 


Fitch Ratings, Inc.


300 West 57th Street


New York, New York 10019


Attention: Commercial Mortgage Surveillance Group


Facsimile number: (212) 635-0295


E-mail: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York  10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


S&P Global Ratings


55 Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage Surveillance Manager




    	 	Exhibit Q-1-3
	 



    


    

E-mail: cmbs_info_17g5@spglobal.com


 


Midland Loan Services, a Division of PNC Bank,
National Association, 10851 

Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Facsimile number: 1-888-706-3565


 


with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Facsimile Number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com


3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


Attention: Corporate Trust Services – (CMBS) 3650R 2022-PF2


 




    	 	Exhibit Q-1-4
	 



    


    

 


EXHIBIT R-1


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: 1-888-706-3565





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


LIMITED POWER OF ATTORNEY


Computershare Trust Company,
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 “Master 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 Midland Loan Services, a Division of PNC Bank, National Association,
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 (11) below; provided however, that the documents described below may only be executed and delivered
by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated and
effective as of November 1, 2022 (the “Agreement”) among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and as Operating Advisor, and no power is granted hereunder to take any action that would be adverse to
the interests of Computershare Trust Company, National Association.


This Limited Power of
Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by Computershare Trust Company, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security Instruments”)
and the Mortgage 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 Computershare Trust Company, 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 allowed by federal, state or




    	 	Exhibit R-1 1	 



     


    

local laws) and foreclosing on the properties
under the Security Instruments 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 Computershare Trust Company, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Computershare Trust Company,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


3.        Transact
business of any kind regarding the Loans and the Mortgaged Properties.


4.        Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Computershare Trust Company, 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, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers,
the Loans and/or the Mortgaged 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 Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties, in the
interest of Computershare Trust Company, 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 Loans.


7.       Execute
any document or perform any act described in items (3), (4) and (5) in connection with the termination of any Trust Fund as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of such
Loans.


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master Servicer's
duties and responsibilities under the Agreement.


9.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, 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.


10.       Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner, or convey title
to real estate owned property (“REO Property”).




    	 	Exhibit R-1 2	 



     


    

11.       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 Mortgaged Property 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 [______].


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 Master Servicer hereby
agrees to indemnify and hold Computershare Trust Company, 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 Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the
earlier resignation or removal of Computershare Trust Company, National Association, as Trustee under the Agreement.


IN WITNESS WHEREOF, Computershare
Trust Company, 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 [__________].


	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION, as Trustee, for the
	 	3650R 2022-PF2 Commercial Mortgage Trust
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 






    	 	Exhibit R-1 3	 



     


    

		Address:	Computershare Trust Company, National 

Association

9062 Old Annapolis Road

Columbia, Maryland 21045
	Witness:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	 	 	 






 



    	 	Exhibit R-1 4	 



     


    

CORPORATE ACKNOWLEDGMENT










	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF          	)	 


 


On ________________________, before me, _________________________________
Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


I certify under PENALTY OF PERJURY under the
laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.





		 	 
		 	Notary Public
		 	
	[SEAL]	 	 	 
	 	 	 	 
	My Commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 






 



    	 	Exhibit R-1 5	 



     


    

EXHIBIT R-2


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER 


After recording, return to:




3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


LIMITED POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS:


WHEREAS, 3650 REIT Commercial Mortgage
Securities II LLC, as Depositor, Midland Loan Services, a division of PNC Bank, National Association, as Master Servicer (the "Master
Servicer"), 3650 REIT Loan Services LLC, as Special Servicer (the “Special Servicer”), Computershare Trust
Company, National Association, as Trustee (the "Trustee") and Certificate Administrator, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, entered into a Pooling and Servicing Agreement dated and effective as
of November 1, 2022 (the "PSA"), pertaining to a securitization trust formed for the benefit of the registered holders
of 3650R 2022-PF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 (the "Trust"), and which provides
in part that the Special Servicer shall administer and service certain "Mortgage Loans" and provide services to the "Mortgagors"
as those terms are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage Loans;


and


WHEREAS, pursuant to the terms
of the PSA, the Special Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration
of the Mortgage Loans subject to the terms of the PSA; and


WHEREAS, the Trustee has been
requested by the Special Servicer pursuant to Section 3.01(b) of the PSA to grant this Limited Power of Attorney to the Special Servicer
to enable the Special Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related to the Mortgage
Loans thereby empowering the Special Servicer to




    	 	Exhibit R-2-1
	 



    


    

take such actions as it deems necessary to comply
with its servicing, administrative and management duties under and in accordance with the PSA.


NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:


Computershare Trust Company, National
Association, a nationally chartered banking association, not in its individual or banking capacity, but solely in its capacity as trustee
for the registered holders of the above referenced Trust (the "Trustee") under the PSA, does make, constitute and appoint
3650 REIT Loan Servicing LLC, with principal corporate offices at 2977 McFarlane Road, Suite 300, Miami, FL 33133, as Special Servicer,
by and through its designated officers, as the Trustee's true and lawful attorney-in-fact with respect to the Mortgage Loans and each
mortgaged property and related collateral (the "Mortgaged Property") held by the Trustee to secure the obligations of
the Mortgage Loans in its capacity as Trustee, and in Trustee's name, place and stead, to prepare, complete, execute, deliver, record
and file on behalf of the registered holders and the Trustee, and in any event in accordance with the terms of the PSA; (i) customary
consents or waivers and other instruments and documents including, without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain the validity, enforceability,
perfection and priority of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers
of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the provisions
of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds in accordance with the terms of the
Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such consent is
required pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v) to consent to the application of
any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or to repayment of the
Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute any and all instruments
necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure with respect to, or the
conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the Special Servicer for the
Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the Trustee in connection with
maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including, without limitation,
the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement of said Mortgage
Loan obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation,
maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with respect
to modifications of the management of the Mortgaged Properties or the replacement of managers; (viii) to exercise all rights, powers and
privileges granted or provided to the holder of the Mortgage Loan under their respective terms including all
rights of approval and consent




    	 	Exhibit R-2-2
	 



    


    

 thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements
or other leasing or rental arrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the
Mortgage Loan; (x) to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties to the extent such does not adversely affect the
value of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage Loans;
and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided for therein.


ARTICLE I


The enumeration of particular
powers hereinabove is not intended in any way to limit the grant to the Special Servicer as the Trustee's attorney-in-fact of full power
and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents, instrument or other
writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and confirming
whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents to those dealing with such attorney-in-fact
that they may rely upon this limited power of attorney until termination of the limited power of attorney under the provisions of Article
III below. As between and among the Trustee, the registered holders, the Trust, and the Special Servicer, the Special Servicer may not
exercise any right, authority or power granted by this instrument in a manner which would violate the terms of the PSA or the servicing
standard imposed on the Special Servicer by the PSA, but any and all third parties dealing with the Special Servicer as the Trustee's
attorney-in-fact may rely completely, unconditionally and conclusively on the Special Servicer's authority and need not make inquiry about
whether the Special Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's office or other
third party may rely upon a written statement by the Special Servicer that any particular loan or property in question and the release
thereof is subject to and included under this power of attorney and the PSA.


ARTICLE II


Any act or thing lawfully done by
the Special Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee and the Trustee's
successors and assigns.


ARTICLE III


This Limited Power of Attorney
shall continue in full force and effect until the earliest occurrence of any of the following events, unless sooner revoked in writing
by the Trustee:




    	 	Exhibit R-2-3
	 



    


    




		(i)	the suspension or termination of this Limited Power of Attorney by the Trustee;



		(ii)	the transfer of servicing under the PSA from the Special Servicer to another servicer;



		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



		(iv)	the appointment of a receiver or conservator with respect to the business of the Special Servicer;



		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against the Special Servicer;



		(vi)	the termination of the PSA; or



		(vii)	the termination of the Special Servicer.



 


Nothing herein shall be deemed to
amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Special Servicer thereunder, and nothing
herein shall constitute a waiver of any rights or remedies thereunder.


IN WITNESS WHEREOF, the Trustee has caused this
instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the __ day of November,
2022.


	 	 
	 	COMPUTERSHARE TRUST COMPANY,
	 	NATIONAL ASSOCIATION, as Trustee,
	 	for the 3650R 2022-PF2 Commercial 
	 	 Mortgage Trust
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 






    	 	Exhibit R-2-4
	 



    


    

		Address:	Computershare Trust Company, 

National Association

9062 Old Annapolis Road

Columbia, Maryland 21045
	Witness:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	 	 	 



 



    	 	Exhibit R-2-5
	 



    


    

State of Delaware}


County of ____}


On ________________________, before me, _________________________________Notary
Public, personally appeared ___________________________, who proved to me on the basis of


satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of Delaware
that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 


_________________________________


Notary signature










    	 	Exhibit R-2-6
	 



    


    

EXHIBIT S


INITIAL SERVICED COMPANION NOTEHOLDERS 


 


	Loan	Companion
    Holder
	Triple
    Net Portfolio	Note A-1, Note A-4 and
    Note A-5

     

    3650 REAL ESTATE INVESTMENT TRUST 2
    LLC

    c/o 3650 Real Estate Investment Trust
    2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

     

    with a copy to:

     

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

	Central
    States Industrial Portfolio	Note A-1

     

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

    10851 Mastin Street, Suite 700

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head,

    Fax number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Fax Number: (816) 412-9338

    Attention: Kenda K. Tomes

    Email: kenda.tomes@stinson.com

     





    	 	Exhibit S-1	 



    


    

 


	Art Ovation
    Hotel	Note
                                            A-1

     

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

    10851 Mastin Street, Suite 700

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head,

    Fax number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Fax Number: (816) 412-9338

    Attention: Kenda K. Tomes

    Email: kenda.tomes@stinson.com

     

    Note A-4

     

    3650 REIT Warehouse Facility Entity
    2A LLC

    c/o 3650 Real Estate Investment Trust
    2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

     

    with a copy to:

     

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

	TOTAL
    Plaza	Note
                                            A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-7


 


Column Financial, Inc.


11 Madison Avenue


New York, New York 10010


Attention: David S. Tlusty






    	 	Exhibit S-2	 



    


    

 


		

    E-mail: david.tlusty@credit-suisse.com

     

    and:

     

    Column Financial, Inc.

    11 Madison Avenue

    New York, New York 10010

    Attention: N. Dante LaRocca, Esq.

    Facsimile: (646) 935-8520

    E-mail: dante.larocca@credit-suisse.com

     

    with a copy to:

     

    cre.notices@credit-suisse.com

	500
    Delaware	Note A-1, Note A-3, Note
    A-4 and Note A-5

     

    3650 REIT Warehouse Facility Entity
    2A LLC

    c/o 3650 Real Estate Investment Trust
    2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

     

    with a copy to:

     

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

     

	RH
    HQ	Note
                                            A-2


 


3650 REIT Warehouse Facility Entity 2A LLC


c/o 3650 Real Estate Investment Trust 2
LLC


2977 McFarlane Road, Suite 300


Coconut Grove, Florida 33133


Attention: Legal Department


Email: compliance@3650REIT.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP


200 Liberty Street






    	 	Exhibit S-3	 



    


    

 


		

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

	800
    Cesar Chavez	Note A-1 and Note A-3

     

    3650 REIT Warehouse Facility Entity
    2A LLC

    c/o 3650 Real Estate Investment Trust
    2 LLC

    2977 McFarlane Road, Suite 300

    Coconut Grove, Florida 33133

    Attention: Legal Department

    Email: compliance@3650REIT.com

     

    with a copy to:

     

    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, New York 10281

    Attention: Greg Prindle

    Email: gregory.prindle@cwt.com

	Meadowood
    Mall	Note
                                            A-1


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


550 S. Tryon Street


MAC D1086-23A


23rd Floor


Charlotte, North Carolina 28202


Attention: WFCM 2021-C61 Asset Manager


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP


300 South Tryon Street, Suite 1000


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Facsimile Number: (704) 353-3190


 


Note A-2


 


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


10851 Mastin Street, Suite 700


Building 82, Suite 300






    	 	Exhibit S-4	 



    


    


 


 


		

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head,

    Fax number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Fax Number: (816) 412-9338

    Attention: Kenda K. Tomes

    Email: kenda.tomes@stinson.com

     

    Note A-3

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Michael A. Tilden

    Email: michael_a_tilden@keybank.com

    Fax: 877-379-1625

     

    with copies to:

     

    Polsinelli

    900 West 48th Place, Suite 900

    Kansas City, Missouri 64112

    Attention: Kraig Kohring

    Email: kkohring@polsinelli.com

    fax number (816) 753-1536

     

    Note A-4-B

     

    3650 Real Estate Investment Trust 2
    LLC

    2977 McFarlane Road

    Suite 300

    Miami, Florida 33133

    Attn: Servicing and General Counsel

     

    Note B

     

    3650 Real Estate Investment Trust 3
    LLC

    2977 McFarlane Road

    

    




 



    	 	Exhibit S-5	 



    


    





	 

                                                                                 
	Suite
                                            300


Miami, Florida 33133


Attn: Servicing and General Counsel

	Lakeshore
    Marketplace	Note
                                            A-3

     

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

    10851 Mastin Street, Suite 700

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head,

    Fax number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com

     

    with a copy to:

     

    Stinson LLP

    1201 Walnut Street

    Suite 2900

    Kansas City, Missouri 64106-2150

    Fax Number: (816) 412-9338

    Attention: Kenda K. Tomes

    Email: kenda.tomes@stinson.com



 


 




    	 	Exhibit S-6	 



    


    

EXHIBIT T


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]


[ADDRESSES]


VIA FACSIMILE


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



Dear [__________]:


[With respect to the [NON-SERVICED
WHOLE LOAN], [NON-SERVICED MASTER SERVICER] is the Non-Serviced Master Servicer, as such term is defined under the Pooling and Servicing
Agreement, dated November 1, 2022 (the “3650R 2022-PF2 Pooling Agreement”) among 3650 REIT Commercial Mortgage Securities
II LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (in such capacity, the
“[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”), 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”)
and as Trustee, and Park Bridge Lender Services LLC, as asset representations reviewer and as Operating
Advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:]


The
Non-Serviced Master Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to, and forward,
deliver or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all reports,
statements, documents, communications, and other information that are to be forwarded, delivered or otherwise made available to, the
holder of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the 3650R 2022-PF2 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the 3650R 2022-PF2 Pooling Agreement).


The
[NON-SERVICED WHOLE LOAN] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the 3650R 2022-PF2 Pooling Agreement)
under the 3650R 2022-PF2 Pooling Agreement.


Thank
you for your attention to this matter.




    	 	Exhibit T-1	 



     


    




	Date:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 
	 	 	Computershare Trust Company, National
	 	 	 	Association, as Certificate Administrator for 

  the Holders of the 3650R 2022-PF2 

  Commercial Mortgage Trust, Commercial 

  Mortgage Pass Through Certificates, Series 

  2022-PF2
	 	 	 	 
	 	 	 	 






	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 



 






    	 	Exhibit T-2	 



     


    

EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


		To:	Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



 


Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York  10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 


S&P Global Ratings


55 Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage Surveillance Manager


E-mail: cmbs_info_17g5@spglobal.com


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing
Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial
Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650
REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



		Date:	_________, 20___



 




    	 	Exhibit U-1	 



     


    

		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________

       ____________________



Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


As Servicer under the Pooling
and Servicing Agreement, we hereby:


		a.	Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms
of the Mortgage Loan, of the type checked below:



____a full defeasance of the entire
principal balance of the Mortgage Loan; or


____a partial defeasance of a portion
of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the entire
principal balance of the Mortgage Loan;


		b.	Certify that each of the following is true, subject to those exceptions set forth with explanatory notes
on Exhibit A hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no
material adverse effect on the Mortgage Loan or the defeasance transaction:



(i)                                The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


(ii)                            The defeasance was consummated on __________, 20__.


(iii)                         The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance Criteria
2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity cannot vary
or change, and (iv) are not subject to prepayment, call or early redemption.


(iv)                          The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.




    	 	Exhibit U-2	 



     


    

(v)                              The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy remoteness
and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and
real property securing Mortgage Loans included in the pool.


(vi)                          The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary and
has been pledged to the Trustee on behalf of the Trust.


(vii)                      The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance
collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan documents
or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased,
increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”), (iii) permit
reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing Agreement
or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment
from the pledged securities account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit
transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide
for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the
securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence
of the Defeasance Obligor.


(viii)                   The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by
the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the
defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance)
on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month from
the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest
income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s
interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.




    	 	Exhibit U-3	 



     


    

(ix)                          The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance,
which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution Date
Statement received by us (the “Current Report”).


(x)                             The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


		c.	Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational
documents for the Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the
defeasance.



		d.	Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification
to be executed did constitute a Servicing Officer as of the date of the defeasance described above.



		e.	Agree to provide copies of all items listed in Exhibit B to you upon request.





    	 	Exhibit U-4	 



     


    

IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	 	 	 
	 	 	 
	 	Midland Loan Services, a Division
	 	 	 of PNC Bank, National 

Association
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    


 





    	 	Exhibit U-5	 



     


    

EXHIBIT V


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


Report
Date: If during the prior calendar year, (i) any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was
a Specially Serviced Loan at any time or (ii) the Operating Advisor was entitled to consult with the Special Servicer with respect to
any Major Decision, this report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and
Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650 REIT
Commercial Mortgage Securities II LLC, as the depositor, Midland Loan Services, a Division of PNC Bank, National Association, as the
master servicer, 3650 REIT Loan Servicing LLC, as the special servicer, Computershare Trust Company, National Association, as the certificate
administrator and as the trustee and Park Bridge Lender Services LLC, as the operating advisor and the asset representations reviewer.

Transaction: 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer for period: 3650 REIT Loan Servicing LLC

Directing Certificateholder: 3650 Real Estate Investment Trust 2 LLC


		I.	Population
                                            of Mortgage Loans that Were Considered in Compiling this Report



		2.	The
                                            Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans
                                            were transferred to special servicing in the prior calendar year [INSERT YEAR].



		a.	[●]
                                            of those Specially Serviced Loans are still being analyzed by the Special Servicer as part
                                            of the development of an Asset Status Report.



		b.	Asset
                                            Status Reports were issued with respect to [●] of such Specially Serviced Loans. This
                                            report is based only on the Specially Serviced Loans in respect of which an Asset Status
                                            Report has been issued. The Asset Status Reports may not yet be fully implemented.



		3.	[●]
                                            Mortgage Loans were the subject of a Major Decision as to which the operating advisor has
                                            consultation rights pursuant to the Pooling and Servicing Agreement.



		II.	Executive
                                            Summary



Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating
Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has
undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report. Based solely on
such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard
with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on an “asset-level
basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to
comply with the Servicing Standard as a result of the following material deviations.]





 



1
               This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.



    	 	Exhibit V-1	 



     


    

	 	●	[LIST OF MATERIAL
  DEVIATION ITEMS]









In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


	 	●	[ADD RECOMMENDATION
  OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



In
connection with the assessment set forth in this report, the Operating Advisor:


		1.	Reviewed
                                            the Asset Status Reports, 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, Collateral Deficiency Amount calculations and Appraisal
                                            Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●]
                                            Specially Serviced Loans: [List related Mortgage Loans]



		2.	Consulted
                                            with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating
                                            Advisor’s analysis of the Asset Status Reports (including related net present value
                                            calculations, Collateral Deficiency Amount calculations and Appraisal Reduction Amount calculations)
                                            related to the Specially Serviced Loans should be considered a limited investigation and
                                            not be considered a full or limited audit. For instance, we did not re-engineer the quantitative
                                            aspects of their net present value calculator, visit any property, visit the Special Servicer,
                                            visit the Directing Certificateholder or interact with any borrower. In addition, our review
                                            of the net present value calculations, Collateral Deficiency Amount 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.                  Specific
Items of Review


		1.	The
                                            Operating Advisor reviewed the following items in connection with the generation of this
                                            report: [LIST MATERIAL ITEMS].



		2.	During
                                            the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy
                                            plan for a limited number of issues related to the following Specially Serviced Loans: [LIST].
                                            The Operating Advisor participated in discussions and made strategic observations and recommended
                                            alternative courses of action to the extent it deemed such observations and recommendations
                                            appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations
                                            made by the Operating Advisor. Such recommendations generally included the following: [LIST].



		3.	Appraisal
                                            Reduction Amount calculations, Collateral Deficiency Amount calculations and net present
                                            value calculations:



		4.	The
                                            Operating Advisor [received/did not receive] information necessary to recalculate and verify
                                            the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
                                            portions of the applicable formulas required to be utilized in connection with any Appraisal
                                            Reduction Amount, Collateral Deficiency Amount calculations or net present value calculations
                                            used in the special servicer’s determination of what course of action to take in connection
                                            with the workout or liquidation of a Specially Serviced Loan prior to the utilization by
                                            the Special Servicer.



		a.	The
                                            Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
                                            application of the applicable non-discretionary portions of the formula] required to be utilized
                                            for such calculation.





    	 	Exhibit V-2	 



     


    

		b.	After
                                            consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
                                            or the application of the non-discretionary portions of the related formula in arriving at
                                            those mathematical calculations, such inaccuracy [has been/ has not been] resolved.



		5.	The
                                            following is a general discussion of certain concerns raised by the Operating Advisor discussed
                                            in this report: [LIST CONCERNS].



		6.	In
                                            addition to the other information presented herein, the Operating Advisor notes the following
                                            additional items, if any: [LIST ADDITIONAL ITEMS].



		IV.	Qualifications
                                            and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



		1.	As
                                            provided in the Pooling and Servicing Agreement, the Operating Advisor is not required to
                                            report on instances of non-compliance with, or deviations from, the Servicing Standard or
                                            the Special Servicer’s obligations under the Pooling and Servicing Agreement that the
                                            Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.



		2.	In
                                            rendering our assessment herein, we have assumed that all executed factual statements, instruments,
                                            and other documents that we have relied upon in rendering this assessment have been executed
                                            by persons with legal capacity to execute such documents.



		3.	Except
                                            as may have been reflected in any Major Decision Reporting Package or any Asset Status Report
                                            that is delivered or made available to the Operating Advisor pursuant to the terms of the
                                            Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access
                                            to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any
                                            Specially Serviced Loan. The Operating Advisor does not have any obligation to speak with
                                            the Directing Holder or borrower directly. As such, the Operating Advisor relied 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.



		4.	The
                                            Special Servicer has the legal authority and responsibility to service any Specially Serviced
                                            Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
                                            or authority to alter the standards set forth therein or the actions of the Special Servicer.



		5.	Confidentiality
                                            and other contractual limitations limit the Operating Advisor’s ability to outline
                                            the details or substance of any communication held between it and the Special Servicer regarding
                                            any Specially Serviced Loans and certain information it reviewed in connection with its duties
                                            under the Pooling and Servicing Agreement. As a result, this report may not reflect all the
                                            relevant information that the Operating Advisor is given access to by the Special Servicer.



		6.	There
                                            are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
                                            Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral
                                            substitutions, capital reserve changes, etc. The Operating Advisor does not participate in
                                            any discussions regarding such actions. As such, Operating Advisor has not assessed the Special
                                            Servicer’s operational compliance with respect to those types of actions.



		7.	The
                                            Operating Advisor is not empowered to speak with any investors directly. If the investors
                                            have questions regarding this report, they should address such questions to the Certificate
                                            Administrator through the Certificate Administrator’s website.





    	 	Exhibit V-3	 



     


    

		8.	This
                                            report does not constitute recommendations to buy, sell or hold any security, nor does the
                                            Operating Advisor take into account market prices of securities or financial markets generally
                                            when performing its limited review of the Special Servicer as described above. The Operating
                                            Advisor does not have a fiduciary relationship with any Certificateholder or any other party
                                            or individual. Nothing is intended to or should be construed as creating a fiduciary relationship
                                            between the Operating Advisor and any Certificateholder, party or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.




    	 	Exhibit V-4	 



     


    

EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending 

Replacement of Special Servicer


 


Computershare Trust Company, National Association


as Trustee


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – 3650R 2022-PF2

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to 

trustadministrationgroup@wellsfargo.com


 


Computershare Trust Company, National Association

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland
21045


Attention: Corporate Trust Services (CMBS)
3650R 2022-PF2


 


3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


		Re:	3650R 2022-PF2 Commercial Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2022-PF2, Recommendation of Replacement of Special Servicer



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling
and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and as Operating Advisor, on behalf of the holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


Based upon our review of
the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our




    	 	Exhibit W-1	 



     


    

assessment that 3650 REIT Loan Servicing LLC,
in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


Based upon such assessment,
we further hereby recommend that 3650 REIT Loan Servicing LLC be removed as Special Servicer and that [________] be appointed its successor
in such capacity.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	Dated:	 	 







    	 	Exhibit W-2	 



     


    

EXHIBIT X


Form
of CONFIDENTIALITY Agreement


 


Midland Loan Services, a Division of PNC Bank,


National Association,


10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Facsimile number: 1-888-706-3565


 


with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Facsimile Number: (816) 412-9338

Attention: Kenda K. Tomes

E-mail: kenda.tomes@stinson.com


 


3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


 


		Re:	Access to Certain Information Regarding 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2022-PF2



Ladies and Gentlemen:


Reference is hereby made to that certain Pooling
and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among 3650
REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor. Defined terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


Midland Loan Services, a Division of PNC Bank,
National Association (“Midland”)/3650 REIT Loan Servicing LLC (“3650 REIT”) understands that [____]
(the “Company”) is requesting certain confidential or non-public information relating to the Mortgage Loans to which
the Company has continuing rights as a Certificateholder. The Company is requesting such information for the




    	 	Exhibit X-1	 



     


    

[_____] [__], 20[__]


Page 2


purpose of analyzing asset performance and
evaluating any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees
that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner that
violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


Midland/3650 REIT will provide the Company
with certain confidential, non-public servicing information (the “Confidential Information”) pertaining to the Mortgage
Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes
or may be based upon information provided to Midland/3650 REIT by third parties, (b) may not have been verified by Midland/3650 REIT,
and (c) may be incomplete or contain inaccuracies. The Company agrees that Midland/3650 REIT, the [“Master Servicer”/”Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and their respective Representatives (as defined below) shall
not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) Midland/3650 REIT’s failure or inability to provide the
Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from Midland/3650 REIT; (b) information that is obtained by Company from a third person who, insofar as is known to
Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to Midland/3650
REIT; (c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


The Company may have access to the Confidential
Information through (at Midland/3650 REIT’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with Midland/3605 REIT’s surveillance group, or (iii) direct
on-line access (read-only capacity) to the information available on the applicable [____] system or any successor or replacement system
(“System”). Midland/3650 REIT may cease or defer providing the Company with Confidential Information in the event that
(a) the Company or its Representatives violate any provision hereof, or (b) Midland/3650 REIT determines (in its sole discretion)
that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms of the
Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. Midland/3650 REIT shall cease to provide
the Company with Confidential Information if Midland/3650 REIT has actual knowledge that the Company or its Representatives are affiliates
of any borrower under the Mortgage Loan documents and Midland/3650 REIT determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The
Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive
the termination of the Company’s access to the Confidential Information. Midland/3650 REIT’s remedies hereunder, at law or
at equity, are cumulative and may be combined.




    	 	Exhibit X-2	 



     


    

[_____] [__], 20[__]


Page 3


The Company agrees that it will not, and it
shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person or entity,
other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the information,
or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company acknowledges (i) its
obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information by it or its Representatives
for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement, may constitute a violation of
federal and state securities laws. The Company will take reasonable measures to ensure that each Representative is advised of this letter
agreement and agrees to keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement
by its Representatives. Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information
to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person
or entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form and substance
to this Agreement.


This letter agreement shall be governed by
and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything herein
to the contrary notwithstanding, Midland/3650 REIT intends at all times to comply with the terms and provisions of the Pooling and Servicing
Agreement and nothing in this letter agreement should be construed to limit or qualify any of Midland/3650 REIT’s rights or obligations
under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format
(PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder. Company
agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of Confidential
Information agreed to in connection with accessing the System whether agreed to in accessing the System before or after signing this letter
agreement.




    	 	Exhibit X-3	 



     


    

Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	Midland
    Loan Services, a Division 

    of PNC Bank, National Association
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
		3650
    REIT LOAN SERVICING LLC
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:





	 	 	 	 
	 	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 			 
	[COMPANY NAME]	 	 
	 	 	 	 
	 	 	 	 
	By:		 	
	 	Name:	 	 
	 	Title:	 	 



 




    	 	Exhibit X-4	 



     


    

EXHIBIT Y


FORM CERTIFICATION TO BE PROVIDED WITH FORM
10-K


CERTIFICATION






I, [identifying the certifying
individual], certify that:


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect
of the period covered by this report on Form 10-K of the 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2 (the “Exchange Act periodic reports”);



		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;



		3.	Based on my knowledge, all of the distribution, servicing and other information required to be provided
under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



		4.	Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of
Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the
servicing agreements in all material respects; and



		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities and
their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included
in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit
to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.



In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


(A) Computershare Trust
Company, National Association as Certificate Administrator and as Trustee, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and Operating Advisor;


(B) [List of other applicable
reporting servicers]


 




    	 	Exhibit Y-1	 



     


    




	Date:  	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	[NAME OF OFFICER]	 	 
	(Senior officer in charge of securitization of the 

depositor)	 	 
	 	 	 
	 	 	 









    	 	Exhibit Y-2	 



     


    

EXHIBIT Z-1


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300


Miami, Florida 33133


Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through
                                                             Certificates, Series 2022-PF2, issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022
                                                             (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
                                                             Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special
                                                             Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge
                                                             Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or an
officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the “Form
10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K of the Trust (collectively,
with the Form 10-K, the “Reports”);


 


2.       Based on
my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.       Based on
my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the Pooling
and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and all of the
distribution, servicing and other information provided to the Certificate Administrator




    	 	Exhibit Z-1-1	 



     


    

by the trustee, the custodian, the master servicer, the special servicer
and the operating advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K
is included in the Reports;


 


4.       I (or an
officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling
and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator compliance
statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects; and


 


5.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included in the
Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the
Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K and such assessment
of compliance is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator under the Pooling
and Servicing Agreement.


 








	Date:                                                                                         	 	 





	 	 	 
	 		
	 		Name:
	 		Title:



 





    	 	Exhibit Z-1-2	 



     


    

EXHIBIT
Z-2


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or Servicing
Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master Servicer in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Master Servicer in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust
(collectively, with the Form 10-K, the “Reports”) (such information provided by the Master Servicer, collectively,
the “Master Servicer Periodic Information”);


 


2.       Based on
my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup
certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a material




    	 	Exhibit Z-2-1	 



     


    

fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based on
my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup
certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required to be
provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Master Servicer Periodic Information;


 


4.       I (or Servicing
Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing
Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance statement required
to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB,
and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects;


 


5.       The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master
Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards
for attestation engagements issued or adopted by the PCAOB; and


 


6.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing
Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered
in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have
been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement.


 


	 	 	 
	Date:                                                                                         	 	 





	 		
	 		Name:
	 		Title:



 




    	 	Exhibit Z-2-2	 



     


    

EXHIBIT
Z-3


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or Servicing
Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special Servicer in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Special Servicer in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust
(collectively with the Form 10-K, the “Reports”) (such information provided by the Special Servicer, collectively,
the “Special Servicer Periodic Information”);


 


2.       Based on
my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 




    	 	Exhibit Z-3-1	 



     


    

3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.       I (or Servicing
Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s compliance statement
required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects;


 


5.       The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special
Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Special Servicer’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards
for attestation engagements issued or adopted by the PCAOB; and


 


6.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer or any
Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


 


This Certification is being signed by me as an officer
of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement.


 


	 	 	 
	Date:                                                                                         	 	 





	 	 	 
	 		Name:
	 		Title:



 




    	 	Exhibit Z-3-2	 



     


    

EXHIBIT
Z-4


Form
of Certification to be Provided

to Depositor by Trustee


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or officers
under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and
all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in the reports
on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form
10-K, the “Reports”) (such information provided by the Trustee, collectively, the “Trustee Periodic Information”);


 


2.       Based on
my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Form 10-K;




    	 	Exhibit Z-4-1	 



     


    

 


3.       Based on
my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion in the Reports
for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I (or officers
under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement,
and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement to be delivered under
Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except
as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects; and


 


5.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any Servicing
Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for
inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered
in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have
been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement.



 


	 	 	 
	Date:                                                                                         	 	 





	 	 	 
	 		
	 		Name:
	 		Title:



 




    	 	Exhibit Z-4-2	 



     


    

EXHIBIT
Z-5


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or officers
under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance with the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”)
and all information required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion
in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively
with the Form 10-K, the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating
Advisor Periodic Information”);


 


2.       Based on
my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 




    	 	Exhibit Z-5-1	 



     


    

3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.       The accountants
that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating
Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating to the Operating Advisor’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards
for attestation engagements issued or adopted by the PCAOB; and


 


5.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor or any
Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


 


This Certification is being signed by me as an officer
of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing Agreement.

 


	 	 	 
	Date:                                                                                         	 	 





	 	 	 
	 		
	 		Name:
	 		Title:



 





    	 	Exhibit Z-5-2	 



     


    

EXHIBIT
Z-6


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or officers
under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form 10-K”) and
all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in all reports
on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of the Trust (collectively with the Form
10-K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian Periodic Information”);


 


2.       Based on
my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Form 10-K;




    	 	Exhibit Z-6-1	 



     


    

 


3.       Based on
my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion in the
Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I (or officers
under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement,
and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance statement to be delivered
under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and
except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects; and


 


5.       All of
the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any Servicing
Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related attestation reports
on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for
inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered
in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have
been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me as an officer
of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement.





	 	 	 
	Date:                                                                                         	 	 





	 	 	 
	 		
	 		Name:
	 		Title:



 





    	 	Exhibit Z-6-2	 



     


    

EXHIBIT
Z-7


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


3650 REIT Commercial Mortgage Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel


 


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2,
issued pursuant to the Pooling and Servicing Agreement dated and effective as of November 1, 2022 (the “Pooling and Servicing
Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


I, [identity of certifying individual], hereby certify, with the knowledge
and intent that this Certification will be relied upon by the applicable Certification Parties (as defined in the Pooling and Servicing
Agreement) (i) in connection with the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection
with the certification concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as
applicable, and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I (or officers
under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and
Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the
Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Asset Representations
Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”); and


 


2.       Based on
my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under




    	 	Exhibit Z-7-1	 



     


    

which such statements were made, not misleading with respect to the period
covered by the Form 10-K; and


 


3.       Based on
my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer Periodic Information.


 


This Certification is being signed by me as an officer
of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations Reviewer under the
Pooling and Servicing Agreement.





	 	 	 
	Date:                                                                                         	 	 





	 		
	 		Name:
	 		Title:



 





    	 	Exhibit Z-7-2	 



     


    

EXHIBIT AA


Servicing
Criteria

to be Addressed in Assessment of Compliance


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”
applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not
requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or
its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit AA, other than with
respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Master 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.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
    Master Servicer

    Special Servicer

    Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master Servicer

Special Servicer

Certificate Administrator
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator



 


 


 

	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

Special Servicer

Trustee (as applicable)1






 



1 Only
to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.



    	 	Exhibit AA-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.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations 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.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer



 



    	 	Exhibit AA-2	 



     


    

 


	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	
    Special Servicer

    Operating Advisor

     

	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    	 	Exhibit AA-3	 



     


    

EXHIBIT BB


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has knowledge
(and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required
to be provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence
of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information
for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this 3650R 2022-PF2 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there
is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible
	Item 1: Distribution and Pool Performance
    Information:

     

    ●              Item
    1121(a)(13) of Regulation AB

    ●              Item
    1121(a)(14) of Regulation AB

     
	●              Certificate
    Administrator

     

    ●              Depositor

	Item 1A: Asset-Level Information

     

    ●              Item
    1111(h) of Regulation AB

    ●              Item
    1125 of Regulation AB

     
	●              Each
    Mortgage Loan Seller (as to its

    Mortgage Loans for any period
    prior

    to the reporting period applicable
    to

    the first Form 10-D filed
    with respect

    to the Trust)

     

    ●              Master
    Servicer

     

	Item
    1B: Asset Representations Reviewer 

and Investor Communication:	●               Certificate Administrator


 


●                Depositor



  



    	 	Exhibit BB-1	 



     


    







	


    ●              Item
    1121(d) of Regulation AB

    ●              Item
    1121(e) of Regulation AB

     
	
    

    ●             Asset
    Representations Reviewer (with respect to only Item 1121(d) of Regulation AB)

	Item 2: Legal Proceedings:

     

    ●               Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 

requires disclosure only of 

proceedings described therein that
    

are material to security holders)
	●              Master
    Servicer (as to itself)

     

    ●             Special
    Servicer (as to itself)

     

    ●              Certificate
    Administrator (as to itself)

     

    ●              Trustee
    (as to itself)

     

    ●              Depositor
    (as to itself)

     

    ●              Operating
    Advisor (as to itself)

     

    ●             Asset
    Representations Reviewer (as to itself)

     

    ●             Any
    other Reporting Servicer (as to itself)

     

    ●              Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

     

    ●              Each
    Mortgage Loan Seller as to itself in its

    capacity as a sponsor (as
    defined in Regulation AB)

     

    ●              Originators
    under Item 1110 of Regulation AB

     

    ●              Party
    under Item 1100(d)(1) of Regulation AB

	Item
    3:  Sale of Securities and Use of 

Proceeds	●              Depositor




	Item
    4:  Defaults Upon Senior Securities	●              Certificate
                                            Administrator


	Item
    5:  Submission of Matters to a Vote of 

Security Holders	●              Certificate
                                            Administrator








    	 	Exhibit BB-2	 



     


    





 


	Item 6: Significant Obligors of Pool
    Assets:

     

    ●              Item
    1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

     

    (a) information shall be required to
    be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

     

    (b) the information to be reported shall
    consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property
    (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
    or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
    Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating
    income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
    but not previously reported, such information for such prior period; and

     

    (c) the information shall be reportable
    in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was
    received or prepared by the “Party Responsible” as described in clause (b) above.

     
	●              Master
    Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

     

    ●             Special
    Servicer (as to REO Properties)

	Item 7: Change in Sponsor Interest in
    the Securities:

    

    Item 1124 of Regulation AB.

     
	Each
    Mortgage Loan Seller as to itself in its capacity as a sponsor (as defined in Regulation AB)
	Item 8: Significant Enhancement Provider Information:

	●              Depositor

    











    	 	Exhibit BB-3	 



     


    





 


	

    ●              Item
    1114(b)(2) and Item 1115(b) of Regulation AB

     
	
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c)
    such information was not previously reported as “Additional Form 8-K Disclosure”.	●              Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.

    ●              Certificate
    Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
    as of the related Distribution Date and the preceding Distribution Date)

    ●              Master
    Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
    Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account as
    of the related Distribution Date and the preceding Distribution Date)

    ●             Special
    Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

    ●             Any
    other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
    AB to the extent material to Certificateholders)

	Item 9: Exhibits (no. 3):

     

    Articles of incorporation and by-laws
    (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●              Depositor

	Item 9: Exhibits (no. 4):


 


With respect to instruments defining the rights of security
holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	●              Certificate
    Administrator

                                                                                                                                     ●              Depositor

                                                                                                                                      

                                                                                                                                     provided, in each case, that
    this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement



 



    	 	Exhibit BB-4	 



     


    




 


	
	

    

    provided further, in each
    case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
    the Depositor shall be the responsible party.

	Item 9: Exhibits (no. 10):

     

    Material contracts (Exhibit No. 10 of
    Item 601 of Regulation S-K)
	●              Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	Item 9: Exhibits (no. 22):

     

    Published Report Regarding Matters Submitted
    to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
    with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
    to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
    report.
	●              The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

	Item 9: Exhibits (no. 23):

     

    Consents of Experts and Counsel (Exhibit
    No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form
    10-D) that is incorporated by reference in the Depositor’s registration statement.
	●              Depositor

	Item 9: Exhibits (no. 24)

     

    Power of Attorney (Exhibit No. 24 of
    Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
    10-D on behalf of a party, is signed pursuant to a power of attorney.
	●             Certificate
    Administrator



 










    	 	Exhibit BB-5	 



     


    

 


	Item 9: Exhibits (no. 99)

     

    Additional exhibits (Exhibit No. 99
    of Item 601 of Regulation S-K)
	●              Not
    Applicable.

	Item 9: Exhibits (no. 100)

     

    XBRL-Related Documents (Exhibit No.
    100 of Item 601 of Regulation S-K).
	●              Not
    Applicable.

	Item
    9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and
    (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●              Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided,
    in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party for this Item 9.










    	 	Exhibit BB-6	 



     


    

EXHIBIT
CC


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate
Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to
the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating statements,
budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there
is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or
the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the
Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this 3650R
2022-PF2 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item 1B: Unresolved Staff Comments

     

     
	●
             Depositor

	Item 9B: Other Information, but only
    to the extent of any information that meets all the following conditions:

     

    (a) such information constitutes “Additional
    Form 8-K Disclosure” pursuant to Exhibit DD,

     

    (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and

     

    (c) such information was not previously
    reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	●
                                                         Certificate
                                            Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
                                            that such party is the “Party Responsible” with respect to such information pursuant
                                            to Exhibit DD.





    	 	Exhibit CC-1	 



     


    

 


	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction J(2)(b) (Significant Obligors
    of Pool Assets) – Part 1 of 3 Parts:

     

    ·               Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
    (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
    as “Additional Form 10-D Information”.

     
	●              The
    applicable Mortgage Loan Seller.

     

	Instruction J(2)(b) (Significant Obligors
    of Pool Assets) – Part 2 of 3 Parts:

     

    ●              Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
    Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

     
	●              The Depositor



 






    	 	Exhibit CC-2	 



     


    

 


	Instruction J(2)(b) (Significant Obligors
    of Pool Assets) – Part 3 of 3 Parts:

     

    ●              Item
    1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

     

    (a) information shall be required to
    be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

     

    (b) the information to be reported shall
    consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property
    (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
    or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
    Agreement; provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only
    net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period
    was required but not previously reported, such information for such prior period; and

     

    (c) the information shall be reportable
    only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

     
	●              Master
    Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

     

    ●             Special
    Servicer (as to REO Properties)

	Instruction J(2)(c) (Significant Enhancement
    Provider Information):

     

    ●              Items
    1114(b)(2) and 1115(b) of Regulation AB

     
	●                Depositor


 



    	 	Exhibit CC-3	 



     


    




 


	Instruction J(2)(d) (Legal Proceedings):

     

    ●              Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
    are material to security holders)
	●              Master
    Servicer (as to itself)

     

    ●             Special
    Servicer (as to itself)

     

    ●              Certificate
    Administrator (as to itself)

     

    ●              Trustee
    (as to itself)

     

    ●              Depositor
    (as to itself)

     

    ●             Trustee/Certificate
    Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

     

    ●              Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

     

    ●              Originators
    under Item 1110 of Regulation AB

     

    ●              Party
    under Item 1100(d)(1) of Regulation AB

	Instruction J(2)(e) (Affiliations and
    Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

     

    1119(a) of Regulation AB,

     

    but only the existence and (if existent)
    how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on
    the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust
    and (4) any other party listed under this item as a “Party Responsible”; provided, however, that
    an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was
    previously reported as “Additional Form 10-K Disclosure”.

     

    and

     

    ●             1119(b)
of Regulation AB,

    

    
	●             Master
    Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
    or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

                                                                                                                                                                              

    ●             Special
    Servicer

    

    ●              Certificate
    Administrator

    

    ●             Trustee

    

    ●             Asset
    Representations Reviewer

    

    ●              Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more
Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the Trust
at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible” under this item
from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party 




 






    	 	Exhibit CC-4	 



     


    

 


	but only the existence and (if existent) the general character of any business
relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is
on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2022-PF2
transaction) between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any
one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need
not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
Form 10-K Disclosure”.


 


and


 


●             1119(c) of Regulation AB,


 


but only the existence and (if existent) a description (including
the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-PF2 transaction or the Mortgage
Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
Form 10-K if it was disclosed in the Prospectus or if 

	                        no longer constitutes an originator of
10% or more of the assets of the Trust).





●              Each party (other than a Mortgage
Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets of the Trust for purposes of
Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties to this Pooling and Servicing Agreement,
which notice is delivered not later than February 15 of the year in which the Form 10-K is due.





●              Each party (if any) that is identified
in the Prospectus as an “other material party to the securities or transaction” (or substantially similar phrasing); provided,
however, that such a party shall no longer constitute a “Party Responsible” under this item from and after the date (if any)
when the Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes a material party for purposes
of Regulation AB.





●              Each party (if any) that that is specifically identified
as an “other material party to the securities or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or
substantially similar phrasing) in a written notice delivered by the Depositor to the parties to this Pooling and Servicing Agreement,
which notice is delivered not later than February 15 of the year in which the Form 10-K is due.



 






    	 	Exhibit CC-5	 



     


    

 


	it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Instruction
                                            J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2
                                            of 2 Parts:

     

    1119(a) of Regulation AB,

     

    But only the existence and (if existent)
    how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one
    or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
    however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
    or if it was previously reported as “Additional Form 10-K Disclosure”.

     

    and

     

    ●
                1119(b) of Regulation AB,

     

    but only the existence and (if existent)
the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside
the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third
party (apart from the Series 2022-PF2 transaction) between itself (that is, the particular “Party Responsible”), on the one
hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was 

    
	●
                                                      The Depositor

                                                                                                                                                           

    ●
              Each Mortgage Loan Seller




 









    	 	Exhibit CC-6	 



     


    

 


	previously reported as “Additional Form 10-K Disclosure”.


 


and


 


● 1119(c) of Regulation AB,


 


but only the existence and (if existent) a description (including
the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-PF2 transaction or the Mortgage
Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

	 
	Item
                                            15: Exhibits (no. 2):

     

    Plan of acquisition, reorganization,
    arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●                Depositor

	Item
                                            15: Exhibits (no. 3):

     

    Articles of incorporation and by-laws
    (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●                Depositor

                                                                                                                        

  



  
    	 	Exhibit CC-7	 



     


    





	Item 15: Exhibits (no. 4):

     

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●              Trustee

    ●              Certificate
    Administrator

    ●              Depositor

     

    provided, in each case, that
    this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

    provided further, in each
    case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
    the Depositor shall be the responsible party.

	Item 15: Exhibits (no. 10):

     

    Material contracts (Exhibit No. 10 of
    Item 601 of Regulation S-K)
	●                Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	Item 15: Exhibits (no. 11):

     

    Statement regarding computation of per
    share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item 15: Exhibits (no. 12):

     

    Statement regarding computation of ratios
    (Exhibit No. 12 of Item 601 of Regulation S-K)
	●                Not
    Applicable.

	Item 15: Exhibits (no. 13):

     

    Annual report to security holders, Form
    10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item 15: Exhibits (no. 14):

     

    Code of Ethics (Exhibit No. 14 of Item
    601 of Regulation S-K)
	●                Not
    Applicable.

	Item 15: Exhibits (no. 16):

     

    Letter re change in certifying accountant
    (Exhibit No. 16 of Item 601 of Regulation S-K)
	●                Not
    Applicable



 






    	 	Exhibit CC-8	 



     


    

 


	Item 15: Exhibits (no. 18):

     

    Letter re change in accounting principles
    (Exhibit No. 18 of Item 601 of Regulation S-K)
	●                Not
    Applicable.

	Item 15: Exhibits (no. 21):

     

    Subsidiaries of registrant (Exhibit
    No. 18 of Item 601 of Regulation S-K)
	●                Depositor.

	Item 15: Exhibits (no. 22):

     

    Published Report Regarding Matters Submitted
    to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●                Not
    applicable.

	Item 15: Exhibits (no. 23) – Part
    1 of 2 Parts:

     

    Consents of Experts and Counsel (Exhibit
    No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the
    Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent
    of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.11 of this Pooling and
    Servicing Agreement.
	●                Depositor

	Item 15: Exhibits (no. 23) – Part
    2 of 2 Parts:

     

    Consents of Experts and Counsel (Exhibit
    No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for
    purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.11
    of this Pooling and Servicing Agreement.
	●              Master
    Servicer

    ●             Special
    Servicer

    ●              Depositor

    ●             Any
    other Servicing Function Participant

     

    provided, however,
    in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
    to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item 15: Exhibits (no. 24)

     

    Power of Attorney (Exhibit No. 24 of
    Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form
    10-D on behalf of a party, is signed pursuant to a power of attorney.
	●              Certificate
    Administrator 



 






    	 	Exhibit CC-9	 



     


    

 


	Item 15: Exhibits (no. 31(i))

     

    Rule 13a-14(a)/15d-14(a) Certifications
    (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●              Not
    Applicable

	Item 15: Exhibits (no. 31(ii))

     

    Rule 13a-14(d)/15d-14(d) Certifications
    (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●              Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
    Pooling and Servicing Agreement.

	Item 15: Exhibits (no. 32)

     

    Section 1350 Certifications (Exhibit
    No. 32 of Item 601 of Regulation S-K).
	●              Not
    Applicable.

	Item 15: Exhibits (no. 33)

     

    Report on assessment of compliance with
    servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●              Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.

	Item 15: Exhibits (no. 34)

     

    Attestation report on assessment of
    compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●              Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and
    Servicing Agreement.

	Item 15: Exhibits (no. 35)

     

    Servicer compliance statement (Exhibit
    No. 35 of Item 601 of Regulation S-K).
	●              Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.

	Item 15: Exhibit (no. 36)

     

    Certification For Shelf Offerings of
    Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	Depositor
	Item 15: Exhibits (no. 99)

     

    Additional exhibits (Exhibit No. 99
    of Item 601 of Regulation S-K)
	●              Not
    Applicable.

	Item 15: Exhibits (no. 100)

     

    XBRL-Related Documents (Exhibit No.
    100 of Item 601 of Regulation S-K).
	●              Not
    Applicable.



 






    	 	Exhibit CC-10	 



     


    

 


	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of
    Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period
    to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●              Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).

	Item
    15:  Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
    Applicable
	Item
    15:  Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	●                Certificate
    Administrator

    ●                Depositor

	Item
15:  Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	●                Certificate
    Administrator

                                                                                                            ●                 Depositor



 



    	 	Exhibit CC-11	 



     


    


EXHIBIT DD


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator
the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the
extent such party has knowledge of such information (other than information as to itself). Each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other
than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information
for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this 3650R 2022-PF2 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there
is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item
    on Form 8-K	Party
    Responsible 
	Item
                                            1.01: Entry into a Material Definitive Agreement

     
	●              Depositor,
                                            except as described in the next bullet (it being acknowledged that Item 601 of Regulation
                                            S-K requires filing of material contracts to which the registrant or a subsidiary thereof
                                            is a party).

    ●              Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K
requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement
that satisfies all the following




 






    	 	Exhibit DD-1	 



     


    

 


	 	                        conditions: (a) such amendment or definitive agreement relates
to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive
agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or
vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate
Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.


	Item
    1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●                Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Pooling and Servicing Agreement.

	Item
    1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●                Depositor,
    to the extent of any material agreement not covered in the prior item

	Item
    1.03:  Bankruptcy or Receivership	●                Depositor

	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	●               Depositor

    ●              Certificate
    Administrator



 






    	 	Exhibit DD-2	 



     


    

 


	Item
    3.03:  Material Modification to Rights of Security Holders	●                Certificate
                                            Administrator

	Item
    5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●                Depositor

	Item
    6.01:  ABS Informational and Computational Material	●                Depositor

	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●
                                                         Trustee

    ●
                 Depositor

	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●             
                                            Certificate Administrator

    ●
                 Master Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●
                                                         Master Servicer

    ●
                Special Servicer

    ●
                 Certificate Administrator

    ●
                 Depositor

	Item
    6.03:  Change in Credit Enhancement or External Support	●
                                                         Depositor

    ●
                 Certificate Administrator

	Item
    6.04:  Failure to Make a Required Distribution	●                Certificate
                                            Administrator

	Item
    6.05:  Securities Act Updating Disclosure	●                Depositor

	Item
    7.01:  Regulation FD Disclosure	●                Depositor

	Item
    8.01:  Other Events	●                Depositor

	Item
                                            9.01(d): Exhibits (no. 1):

     

    Underwriting
    agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●                Not
                                            applicable

	Item
                                            9.01(d): Exhibits (no. 2):

     

    Plan
    of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●                Depositor

	Item
                                            9.01(d): Exhibits (no. 3):

     

    Articles
    of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●                Depositor

	Item
    9.01(d): Exhibits (no. 4):	●                Certificate
                                            Administrator




 






    	 	Exhibit DD-3	 



     


    

 


	

    With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	

    provided,
    in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
    Servicing Agreement

	Item
                                            9.01(d): Exhibits (no. 7):

     

    Correspondence
    from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No.
    7 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item
                                            9.01(d): Exhibits (no. 14):

     

    Code
    of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item
                                            9.01(d): Exhibits (no. 16):

     

    Letter
    re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item
                                            9.01(d): Exhibits (no. 17):

     

    Correspondence
    on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item
                                            9.01(d): Exhibits (no. 20):

     

    Other
    documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●                Not
    Applicable

	Item
                                            9.01(d): Exhibits (no. 23):

     

    Consents
    of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
    respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●                Depositor

	Item
                                            9.01(d): Exhibits (no. 24)

     

    Power
    of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
    of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●                Certificate
    Administrator 



 






    	 	Exhibit DD-4	 



     


    

 


	Item
                                            15: Exhibits (no. 99)

     

    Additional
    exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●                Not
    Applicable.

	Item
                                            15: Exhibits (no. 100)

     

    XBRL-Related
    Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●                Not
    Applicable.



 


 


 


 


 



    	 	Exhibit DD-5	 



     


    

EXHIBIT EE


ADDITIONAL
DISCLOSURE NOTIFICATION




**SEND VIA FAX TO 410-715-2380 AND VIA E-MAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Computershare Trust Company, National Association,


as Certificate Administrator


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure**
Required


 


 


Ladies and Gentlemen:


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and 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: [            ]; e-mail address: [                         ].


	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 



cc: Depositor




    	 	Exhibit EE-1
	 



    


    

EXHIBIT FF


INITIAL
SUB-SERVICERS


 


		1.	3650 REIT Loan Servicing LLC



 


 


 




    	 	Exhibit FF-1
	 



    


    

EXHIBIT GG


SERVICING
FUNCTION PARTICIPANTS


None.


 


 


 




    	 	Exhibit GG-1
	 



    


    

EXHIBIT HH


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2 (the “Trust”)


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [3650 REIT Loan Servicing
LLC, as Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator] [Computershare Trust Company,
National Association, as Trustee] (the “Certifying Servicer”), certify to 3650 REIT Commercial Mortgage Securities
II LLC and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:



		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
during [the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer
has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND
STATUS THEREOF]].



	Date: 		






	[Midland Loan Services, a Division of PNC Bank, National	 
	Association, as Master Servicer]	 
	[3650 REIT Loan Servicing LLC, as Special Servicer]	 
	[Computershare Trust Company, National Association, as	 
	Certificate Administrator]	 
	[Computershare Trust Company, National Association, as	 
	Trustee]	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    	 	Exhibit HH-1
	 



    


    

EXHIBIT II


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under
paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report include
asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate
administrator, operating advisor] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific, limited
or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria
or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


Except as set forth in paragraph 4 below, the
Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs, directly
or through its Vendors, with respect to the Platform;


The Reporting Servicer has complied, in all
material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified and
is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified any
material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as
of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and


[____], a registered public accounting firm,
has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for
the Reporting Period.




    	 	Exhibit II-1
	 



    


    

1 Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.


 


[Date of Certification]


	 	 
	 	 
	 	[Name
of Reporting Servicer]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	 	Exhibit II-2
	 



    


    

EXHIBIT JJ


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


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


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


 


 




    	 	Exhibit JJ-1
	 



    


    

EXHIBIT KK


 


Form of
Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Computershare Trust Company, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 


 


Ref: 3650R 2022-PF2, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio Name	Mortgage Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	1	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	 	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


 


 


 




    	 	Exhibit KK-1
	 



    


    

EXHIBIT LL


 


[RESERVED]


 


 




    	 	Exhibit LL-1
	 



    


    

EXHIBIT MM


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA E-MAIL TO: cts.sec.notifications@wellsfargo.com






FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, E-MAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association


as Certificate Administrator


600 South 4th Street, 7th
Floor


MAC: N9300-070


Minneapolis, Minnesota 55479


Attention: Certificate Transfer Services
(CMBS) – 3650R 2022-PF2


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


 


Ladies and Gentlemen:


In accordance with Section 11.04 of the Pooling
and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”), among
3650 REIT Commercial Mortgage Securities II LLC, as Depositor (the “Depositor”), Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and 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:


With respect to the Collection Account and REO Account balance information:


	Account Name	
    Beginning Balance as of 



    MM/DD/YYYY
	
    Ending Balance as

 of 



    MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 




    	 	Exhibit MM-1
	 



    


    

List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed to
[            ], phone number: [            ]; e-mail address: [                        ].


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





cc: Depositor


 




    	 	Exhibit MM-2
	 



    


    

EXHIBIT NN


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


[Date]


 


Midland Loan Services, a Division of PNC Bank, National Association, 10851
Mastin Street, 

Suite 700


Overland Park, Kansas 66210




Attention: Executive Vice President – Division Head,




Facsimile number: 1-888-706-3565




 


with a copy to:


 


Stinson LLP




1201 Walnut Street




Suite 2900




Kansas City, Missouri 64106-2150




Facsimile Number: (816) 412-9338




Attention: Kenda K. Tomes




E-mail: kenda.tomes@stinson.com






3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


 


Computershare Trust Company, National Association


as Certificate Administrator


9062 Old Annapolis Road




Columbia, Maryland 21045




Attention: Corporate Trust Services (CMBS)
- 3650R 2022-PF2




 


Park Bridge Lender Services LLC




600 Third Avenue, 40th Floor




New York, New York 10016




Attention: 3650R 2022-PF2-Surveillance
Manager (with a copy sent contemporaneously via




e-mail to cmbs.notices@parkbridgefinancial.com)




    	 	Exhibit NN-1
	 



    


    

3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2 (the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated and effective as of November 1, 2022,
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor


 


This letter is delivered to you, pursuant to
Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.

		1.	Our name and address is as follows:



 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


Contact Info: [Tel/E-mail]


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we
are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent
that any Control Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of
its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice”
on your website to the following effect:



“A Consultation Termination Event or
a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.



All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.




    	 	Exhibit NN-2
	 



    


    

	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferee)
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	 	Exhibit NN-3
	 



    


    

EXHIBIT OO


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


To: [Addresses of Recipients]


 


	 	Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 3650R 2022-PF2


 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned,
as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review on each
Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	
    3.

     

     

    
	
    The Asset Representations Reviewer, other than
forwarding this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report.




	 	 4.	Capitalized words and phrases used herein shall have
    the respective meanings assigned to them in the Pooling and Servicing Agreement.



 



    	 	Exhibit OO-1
	 



    


    

 





	 	 
	 	PARK BRIDGE LENDER SERVICES
	 	LLC, as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


  1 This report is an indicative report, and the Asset
Representations Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with
the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 


 


 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan Name	Mortgage Loan Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


 



    	 	Exhibit OO-2
	 



    


    

EXHIBIT PP


 


FORM OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 3650R 2022-PF2


 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, the undersigned,
as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset Review on each
Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset
Review Report Summary.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.



 



    	 	Exhibit PP-1
	 



    


    

 





	 	 
	 	PARK BRIDGE LENDER SERVICES LLC, as Asset
	 	Representations Reviewer
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


 


1 This report is an indicative report, and the Asset Representations
Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with the terms of
the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 


 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	
    Test failures

     

	Loan #	Loan Name	Mortgage Loan Seller	Representations

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


 




    	 	Exhibit PP-2
	 



    


    

EXHIBIT QQ


FORM OF ASSET REVIEW PROCEDURES


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan based
on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and
Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representation Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


Step 1Asset Representations
Reviewer (“ARR”) receives the following items before beginning its review from the parties specified in Section [ ]
of the Pooling and Servicing Agreement:


		§	Notice of Asset Review Trigger (with attachments)



		§	Asset Review Vote Election



		§	Notice of Affirmative Asset Review Vote



		§	List of all Delinquent Loans subject to the Asset Review



		§	Review Materials for each Delinquent Loan via Secure Data Room access, including the Diligence File



		§	Any Unsolicited Information (if applicable)



Step 2For each Delinquent
Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials
for such Delinquent Loan are missing, using the list of documents in Section [ ] through Section [ ] of this Agreement,
any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such
Delinquent Loan, to guide its review and determination


Step 3If ARR determines
that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required
to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents and notify Master Servicer (with
respect to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced Loans) of such missing documents. If
the Master Servicer or Special Servicer, as applicable, does not provide such document as provided in the Pooling and Servicing Agreement,
the ARR shall notify the related Mortgage Loan Seller of such missing information


 




    	 	Exhibit QQ-1
	 



    


    

Analysis and Testing of Representations
and Warranties


Step 4For each Delinquent
Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent
Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan
as follows:


		§	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was not
true when made by the related Mortgage Loan Seller 



		§	For each representation and warranty, ARR lists




		·	all items from the Review Materials reviewed
or used in its testing of such representation and warranty



		·	whether ARR has determined that there is any
evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller, and



		o	if so, stating the aspect of the applicable representation or warranty that does not appear to have been
true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



		o	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
herein with respect to each representation and warranty



ARR will not attempt (and
has no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers evidence of
during its review as contemplated herein.



    	 	Exhibit QQ-2
	 



    


    

EXHIBIT RR


FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2022-PF2


E-mail:trustadministrationgroup@wellsfargo.com


		Attention:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through
                                                                Certificates, Series 2022-PF2



 


In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated and effective as of November
1, 2022 (the “Pooling and Servicing Agreement”), among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”), the
undersigned hereby certifies and agrees as follows:



		1.	The undersigned is [an authorized representative of the Asset Representations Reviewer]
[authorized at the direction of the Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room
is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b)
it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned
is deemed to have recertified that the representations above remains true and correct.












    	 	Exhibit RR-1
	 



    


    

 







		4.	[The undersigned not a Certificateholder, a beneficial owner or a prospective purchaser
of any Certificate.]*





BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 
	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: _______	 	 



 


 


 





	[3650 REIT Commercial Mortgage Securities
II LLC,	 
	as Depositor]*	 
	 	 	 
	 	 	 
	By:	 	 
	[	Name]	 
	[	Title]	 



 





 



*            Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure
Data Room.








    	 	Exhibit RR-2
	 



    


    

EXHIBIT SS


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
    [Midland Loan Services, a Division of PNC 

Bank, National Association, 10851
    Mastin 

Street, Suite 700



    Overland Park, Kansas 66210



    Attention: Executive Vice President – 

Division Head,



    Facsimile number: 1-888-706-3565

     

    with a copy to:

     

    Stinson LLP



    1201 Walnut Street



    Suite 2900



    Kansas City, Missouri 64106-2150



    Facsimile Number: (816) 412-9338



    Attention: Kenda K. Tomes



    E-mail: kenda.tomes@stinson.com]
	
    [3650 REIT Loan Servicing LLC

    Attn.: General Counsel

    2977 McFarlane Road, Suite 300

    Miami, FL 33133

    E-mail: compliance@3650REIT.com]



     

    [Park Bridge
    Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: 3650R 2022-PF2-

Surveillance Manager 



    with a copy sent contemporaneously via
    

e-mail to: 

cmbs.notices@parkbridgefinancial.com]

     

	 	 
	 	 


		Attention:	3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2022-PF2



In accordance with Section
12.01(a) of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Pooling and Servicing Agreement”),
among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Computershare Trust Company, National Association, as Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer and as Operating Advisor, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:



		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____An Asset Review Trigger has ceased to exist.



(check all that apply)




    	 	Exhibit SS-1
	 



    


    

Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


	 	Computershare Trust Company, National 

  Association, as Certificate Administrator for
 the Holders of the 3650R 2022-PF2
 Commercial Mortgage Trust, Commercial

  Mortgage Pass-Through Certificates, Series
 2022-PF2
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	Exhibit SS-2
	 



    


    

EXHIBIT TT


 


[RESERVED]


 




    	 	Exhibit TT-1
	 



    


    

EXHIBIT UU


FORM OF NOTICE OF A FORM 8-K/A FILING


 


[SERVICED COMPANION LOAN HOLDER


ADDRESS


ADDRESS]


VIA [E-MAIL]


		Re:	3650R 2022-PF2 Commercial Mortgage Trust, 

Commercial Mortgage
Pass-Through Certificates, Series 2022-PF2



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 11.07 of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022, among 3650 REIT Commercial
Mortgage Securities II LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, 3650
REIT Loan Servicing LLC, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator and as Trustee,
and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor, on behalf of the holders of 3650R 2022-PF2
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2 to inform you that a Form 8-K/A was filed
on [DATE] on behalf of the 3650R 2022-PF2 Commercial Mortgage Trust.


The filing can be viewed at:


[EDGAR LINK TO FILING]


Thank you for your attention to this matter.


 


Date:_________________________





	 	 
	 	Computershare Trust Company, National
 Association,
  as Certificate Administrator for the
 Holders of the 3650R 2022-PF2 Commercial
 Mortgage Trust, 
 Commercial Mortgage
  Pass-Through 
 Certificates, Series 2022-PF2
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 	Exhibit UU-1
	 



    


    

EXHIBIT VV


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE HRR CERTIFICATES


 


[Date]


	3650 REIT Commercial Mortgage Securities II

 LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel	
     

    3650 Real Estate Investment Trust 2

 LLC

    Attn.: General Counsel

    2977 McFarlane Road, Suite 300

    Miami, FL 33133

    E-mail: compliance@3650REIT.com

     

     

	 	 


		Re:	3650R 2022-PF2 Commercial
                                            Mortgage Trust, Commercial Mortgage 

                                            Pass-Through Certificates, Series 2022-PF2                                          



In accordance with Section
5.01(c) of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Agreement”) entered
into and executed in connection with the above referenced transaction, the Certificate Administrator hereby acknowledges receipt of the
HRR Certificates in the form of Definitive Certificates, which constitute a portion of the Class E-RR, Class F-RR, Class G-RR, Class J-RR
and Class NR-RR Certificates, as defined in the Agreement, for the benefit of 3650 Real Estate Investment Trust 2 LLC, the initial Retaining
Party. A copy of such Certificates is attached as Exhibit A-1.


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY,
 NATIONAL ASSOCIATION,
 not in its individual capacity
 but solely as Certificate Administrator
   
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
	 	Title:






    	 	Exhibit VV-1
	 



    


    

EXHIBIT WW


FORM OF PAYMENT INSTRUCTIONS FOR THE [HRR
CERTIFICATES]


[Date]


[Certificateholder Letterhead]


	3650 REIT Commercial Mortgage 

Securities II LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel	
     

    3650 Real Estate Investment Trust 2 LLC

    Attn.: General Counsel

    2977 McFarlane Road, Suite 300

    Miami, FL 33133

    E-mail: compliance@3650REIT.com

     

	
    Computershare Trust Company, 

National Association



    9062 Old Annapolis Road



    Columbia, Maryland 21045



    Attention: Corporate Trust Services

 (CMBS) 3650R 2022-PF2
	 


		Re:	3650R 2022-PF2 Commercial
Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2022-PF2                                             



Ladies and Gentlemen:


In accordance with Section
5.01(c) of the Pooling and Servicing Agreement, dated and effective as of November 1, 2022 (the “Agreement”) entered
into and executed in connection with the above referenced transaction, please make all payments due on the [HRR Certificates]:


a)     
by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


Bank:_________________________________________________


ABA #:_________________________________________________


Account #:______________________________________________


Attention:______________________________________________


b)     
by mailing a check or draft to the following address:


___________________________


___________________________


___________________________


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.




    	 	Exhibit WW-1
	 



    


    




	 	 
	 	[CERTIFICATEHOLDER]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	 	Exhibit WW-2
	 



    


    

SCHEDULE
1


Mortgage
Loans with Additional Debt


 


		1.	Concord Mills



		2.	Triple Net Portfolio



		3.	330 West 34th Street Leased Fee



		4.	Central States Industrial Portfolio



		5.	Art Ovation Hotel



		6.	TOTAL Plaza



		7.	500 Delaware



		8.	Patewood Corporate Center



		9.	IPG Portfolio



		10.	RH HQ



		11.	800 Cesar Chavez



		12.	Meadowood Mall



		13.	PetSmart HQ



		14.	Icon One Daytona



		15.	Lakeshore Marketplace



 




    	 	Schedule 1-1
	 



    


    

SCHEDULE
2


CLass
A-SB Planned Principal Balance Schedule


 


See Annex F to the Prospectus.


 




    	 	Schedule 2-1
	 



    


    

SCHEDULE
3


mortgage
loanS subject to loan seller defeasance rights and obligations


1.     
Acropolis Garden Cooperative


2.     
Triple Net Portfolio


3.     
Central States Industrial Portfolio


4.     
AZ Anytime Storage Portfolio


5.     
Grove Northridge


6.     
Germantown Village Square


7.     
Aventura Self Storage


8.     
City Market


9.     
500 Delaware


10. 
Patewood Corporate Center


11. 
IPG Portfolio


12. 
Liberty Avenue Industrial


13. 
RH HQ


14. 
University Corporate Center I


15. 
Fairfield Inn Klamath Falls


16. 
Summit


17. 
PetSmart HQ


18. 
Summer Glen Apartments


19. 
Southern Star TX & CO Portfolio


20. 
Store-It-All Owensboro






    	 	Schedule 3-1