Exhibit 4.3


 


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


 


WELLS FARGO BANK, 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, 2021


 


3650R 2021-PF1 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2021-PF1


 




     


     


    

 


TABLE OF CONTENTS


 


Page




	Article I

                                                                                 

                                                                                DEFINITIONS

	Section 1.01  	Defined
    Terms	7
	Section 1.02   	Certain
    Calculations	120
	Section 1.03   	Certain
    Constructions	122
	Article II

                                                                                 

                                                                                CONVEYANCE
                                         OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	Section 2.01   	Conveyance
    of Mortgage Loans	123
	Section 2.02   	Acceptance
    by Trustee	129
	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	134
	Section 2.04   	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of the Westchester Loan REMIC Regular Interest and Lower-Tier
    Regular Interests	149
	Section 2.05   	Creation
    of the Grantor Trust	150
	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	150
	Section 3.02   	Collection
    of Mortgage Loan Payments	157
	Section 3.03   	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	162
	Section 3.04   	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	167
	Section 3.05   	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	174
	Section 3.06   	Investment
    of Funds in the Collection Account, the REO Account and Loss of Value Reserve Fund	185



 



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	Section 3.07   	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	186
	Section 3.08   	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	192
	Section 3.09   	Realization
    Upon Defaulted Loans and Companion Loans	196
	Section 3.10   	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	200
	Section 3.11   	Servicing
    Compensation	201
	Section 3.12   	Inspections;
    Collection of Financial Statements	209
	Section 3.13   	Access
    to Certain Information	214
	Section 3.14   	Title
    to REO Property; REO Account	227
	Section 3.15   	Management
    of REO Property	229
	Section 3.16   	Sale
    of Defaulted Loans and REO Properties	231
	Section 3.17   	Additional
    Obligations of Master Servicer and Special Servicer	238
	Section 3.18   	Modifications,
    Waivers, Amendments and Consents	240
	Section 3.19   	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	249
	Section 3.20   	Sub-Servicing
    Agreements	257
	Section 3.21   	Interest
    Reserve Account	260
	Section 3.22   	Directing
    Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	261
	Section 3.23   	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Holder	261
	Section 3.24   	Intercreditor
    Agreements	265
	Section 3.25   	Rating
    Agency Confirmation	268
	Section 3.26   	The
    Operating Advisor	270
	Section 3.27   	Companion
    Paying Agent	278
	Section 3.28   	Companion
    Register	279
	Section 3.29   	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	279
	Section 3.30   	Delivery
    of Excluded Information to the Certificate Administrator	281
	Section 3.31   	Credit
    Risk Retention	281
	Section 3.32   	Resignation
    Upon Prohibited Risk Retention Affiliation	282
	Section 3.33   	Litigation
    Control	282
	Section 3.34   	Certain
    Matters with Respect to Joint Mortgage Loans	286
	Article IV

                                                                                 

                                                                                distributions
                                         TO CERTIFICATEHOLDERS

	Section 4.01   	Distributions	291
	Section 4.02   	Distribution
    Date Statement; CREFC® Investor Reporting Packages; Grant of Power of Attorney	302
	Section 4.03   	P&I
    Advances	308
	Section 4.04   	Allocation
    of Realized Losses	310
	Section 4.05   	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	311
	Section 4.06   	Grantor
    Trust Reporting	316
	Section 4.07   	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	318



 






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	Section 4.08   	Secure
    Data Room	321
	Article V

                                                                                 

                                                                                THE
                                         CERTIFICATES

	Section 5.01   	The
    Certificates	322
	Section 5.02   	Form
    and Registration	324
	Section 5.03   	Registration
    of Transfer and Exchange of Certificates	326
	Section 5.04   	Mutilated,
    Destroyed, Lost or Stolen Certificates	335
	Section 5.05   	Persons
    Deemed Owners	335
	Section 5.06   	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	336
	Section 5.07   	Maintenance
    of Office or Agency	337
	Section 5.08   	Appointment
    of Certificate Administrator	337
	Section 5.09   	[Reserved]	338
	Section 5.10   	Voting
    Procedures	338
	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	339
	Section 6.02   	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	345
	Section 6.03   	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	345
	Section 6.04   	Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	347
	Section 6.05   	Depositor,
    Master Servicer and Special Servicer Not to Resign	352
	Section 6.06   	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	352
	Section 6.07   	The
    Master Servicer and the Special Servicer as Certificate Owner	353
	Section 6.08   	The
    Directing Holder	353
	Section 6.09   	Knowledge
    of Wells Fargo Bank, National Association	360



 






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	Article VII

                                                                                 

                                                                                SERVICER
                                         TERMINATION EVENTS

	Section 7.01   	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	361
	Section 7.02   	Trustee
    to Act; Appointment of Successor	369
	Section 7.03   	Notification
    to Certificateholders	371
	Section 7.04   	Waiver
    of Servicer Termination Events	371
	Section 7.05   	Trustee
    as Maker of Advances	372
	Article VIII

                                                                                 

                                                                                CONCERNING
                                         THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01   	Duties
    of the Trustee and the Certificate Administrator	372
	Section 8.02   	Certain
    Matters Affecting the Trustee and the Certificate Administrator	373
	Section 8.03   	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	375
	Section 8.04   	Trustee
    or Certificate Administrator May Own Certificates	376
	Section 8.05   	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	376
	Section 8.06   	Eligibility
    Requirements for Trustee and Certificate Administrator	378
	Section 8.07   	Resignation
    and Removal of the Trustee and Certificate Administrator	378
	Section 8.08   	Successor
    Trustee or Certificate Administrator	381
	Section 8.09   	Merger
    or Consolidation of Trustee or Certificate Administrator	381
	Section 8.10   	Appointment
    of Co-Trustee or Separate Trustee	382
	Section 8.11   	Appointment
    of Custodians	383
	Section 8.12   	Representations
    and Warranties of the Trustee	383
	Section 8.13   	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	384
	Section 8.14   	Representations
    and Warranties of the Certificate Administrator	384
	Section 8.15   	Compliance
    with the PATRIOT Act	386
	Article IX

                                                                                 

                                                                                TERMINATION

	Section 9.01   	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	386
	Section 9.02   	Additional
    Termination Requirements	390
	Article X

                                                                                 

                                                                                ADDITIONAL
                                         REMIC PROVISIONS

	Section 10.01   	REMIC
    Administration	391



 






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	Section 10.02   	Use
    of Agents	395
	Section 10.03   	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	395
	Section 10.04   	Appointment
    of REMIC Administrators	395
	Article XI

                                                                                 

                                                                                EXCHANGE
                                         ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01   	Intent
    of the Parties; Reasonableness	396
	Section 11.02   	Succession;
    Subcontractors	397
	Section 11.03   	Filing
    Obligations	399
	Section 11.04   	Form 10-D
    and Form ABS-EE Filings	400
	Section 11.05   	Form 10-K
    Filings	404
	Section 11.06   	Sarbanes-Oxley
    Certification	407
	Section 11.07   	Form 8-K
    Filings	408
	Section 11.08   	Form 15
    Filing	410
	Section 11.09   	Annual
    Compliance Statements	410
	Section 11.10   	Annual
    Reports on Assessment of Compliance with Servicing Criteria	412
	Section 11.11   	Annual
    Independent Public Accountants’ Attestation Report	414
	Section 11.12   	[Reserved]	415
	Section 11.13   	Indemnification	415
	Section 11.14   	Amendments	418
	Section 11.15   	Regulation AB
    Notices	418
	Section 11.16   	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	418
	Section 11.17   	Impact
    of Cure Period	423
	Article XII

                                                                                 

                                                                                the
                                         asset representations reviewer

	Section 12.01   	Asset
    Review	424
	Section 12.02   	Payment
    of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	430
	Section 12.03   	Resignation
    of the Asset Representations Reviewer	431
	Section 12.04   	Restrictions
    of the Asset Representations Reviewer	431
	Section 12.05   	Termination
    of the Asset Representations Reviewer	431
	Article XIII

                                                                                 

                                                                                MISCELLANEOUS
                                         PROVISIONS

	Section 13.01   	Amendment	434
	Section 13.02   	Recordation
    of Agreement; Counterparts	439
	Section 13.03   	Limitation
    on Rights of Certificateholders	440



 






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	Section 13.04   	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	441
	Section 13.05   	Notices	441
	Section 13.06   	Severability     of Provisions	446
	Section 13.07   	Grant
    of a Security Interest	446
	Section 13.08   	Successors
    and Assigns; Third Party Beneficiaries	447
	Section 13.09   	Article
    and Section Headings	448
	Section 13.10   	Notices
    to the Rating Agencies	448
	Section 13.11   	PNC
    Bank, National Association	449



 



     -vi-


     


    

 


EXHIBITS


 





	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-3 Certificate
	Exhibit A-3	Form of Class A-4 Certificate
	Exhibit A-4	Form of Class A-5 Certificate
	Exhibit A-5	Form of Class A-SB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class X-D Certificate
	Exhibit A-9	Form of Class A-S Certificate
	Exhibit A-10	Form of Class B Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class D Certificate
	Exhibit A-13	Form of Class E Certificate
	Exhibit A-14	Form of Class F-RR Certificate
	Exhibit A-15	Form of Class G-RR Certificate
	Exhibit A-16	Form of Class J-RR Certificate
	Exhibit A-16	Form of Class NR-RR Certificate
	Exhibit A-17	Form of Class R Certificate
	Exhibit A-18	Form of Class Z 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 and Class Z 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



 






     -vii-


     


    

 


	Exhibit L	Form of Transfer Certificate for Temporary Regulation S
    Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry
    Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry
    Certificate to Regulation S Book-Entry Certificate
	Exhibit O	Form of Transfer Certificate for Non-Book Entry
    Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower
    Party (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



 






     -viii-


     


    

 


	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
	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, 2021, 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,
Wells Fargo Bank, 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
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) 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, one separate REMIC election was
designated to be made with respect to one mortgage loan, any REO Property with respect thereto and the proceeds thereof for federal
income tax purposes pursuant to a REMIC Declaration dated as of January 26, 2021 (the “Westchester Loan REMIC Declaration”),
and such REMIC the “Westchester Loan REMIC”).


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets shall be treated as a grantor
trust (the “Grantor Trust”) for federal income tax purposes under subpart E, part I of subchapter J of the Code.
The Class Z Certificates will represent undivided beneficial interests in the related portions of the Trust Fund consisting
of the Class Z Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall take all actions expressly
required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor
trust under federal income tax law and not be treated as part of 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 Westchester Loan REMIC Regular Interest and the Mortgage Loans (exclusive of the Excess Interest and the proceeds
thereof in the Excess Interest Distribution Account and exclusive of the assets held by the Westchester Loan REMIC) and will issue
the Class LA-1, Class LA-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB, Class LC,
Class LD, Class LE, 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 the uncertificated Class LR Interest, which is the sole Class of “residual
interests” in the 


 






    -1-


     


    

 


Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


Pursuant to the Westchester
Loan REMIC Declaration, the Westchester Loan REMIC has issued two classes of uncertificated regular interests (1) one of which
has a principal balance of $75,000,000, an approximately 26.667% interest of which is to be held by the Lower-Tier REMIC and (2)
the other of which has a principal balance of $25,000,000 (collectively, the “Westchester Loan REMIC Regular Interests”),
which constitute the “regular interests” in the Westchester Loan REMIC, and a sole class of “residual interests”
which is not part of the Trust Fund.


 


The Westchester Mortgage
Loan, which will be contributed to the Trust, represents an approximately 26.667% ownership interest in the $75,000,000 Westchester
Loan REMIC Regular Interest.


 


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)	$	26,952,000	 
	Class LA-3	(1)	$	141,041,000	 
	Class LA-4	(1)	$	125,000,000	 
	Class LA-5	(1)	$	327,298,000	 
	Class LA-SB	(1)	$	22,719,000	 
	Class LA-S	(1)	$	48,226,000	 
	Class LB	(1)	$	43,633,000	 
	Class LC	(1)	$	47,077,000	 
	Class LD	(1)	$	29,854,000	 
	Class LE	(1)	$	10,794,000	 
	Class LF-RR	(1)	$	14,468,000	 
	Class LG-RR	(1)	$	26,409,000	 
	Class LJ-RR	(1)	$	11,482,000	 
	Class LNR-RR	(1)	$	43,633,611	 
	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 or Notional Amount, will not bear interest and will not be entitled to distributions
                                         of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier 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.



 






    -2-


     


    

 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Regular 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 GRANTOR TRUST


 


The Class Z Certificates
represent undivided beneficial interests in the Grantor Trust, which consists of the Class Z Specific Grantor Trust Assets.
As provided herein, the Certificate Administrator shall not take any actions that would cause the portion of the Trust Fund consisting
of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to
be treated as part of any Trust REMIC.


 


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”) or Notional Amount (the “Original Notional
Amount”), as applicable, for each Class of Certificates:


 






    -3-


     


    

 


	
        Corresponding
Certificates 
	
        Initial
Pass-Through Rate
	
        Original

Certificate

Balance or

Notional Amount
	 
	Class A-1 Certificates	1.12200	%	 $ 	26,952,000	 	 
	Class A-3 Certificates	1.99500	%	 $ 	141,041,000	 	 
	Class A-4 Certificates	2.25300	%	 $ 	125,000,000	 	 
	Class A-5 Certificates	2.52200	%	 $ 	327,298,000	 	 
	Class A-SB Certificates	2.37200	%	 $ 	22,719,000	 	 
	Class X-A Certificates	1.03852	%(1)	 $ 	691,236,000	(2)	 
	Class X-B Certificates	0.38827	%(1)	 $ 	90,710,000(	(2)	 
	Class A-S Certificates	2.77800	%	 $ 	48,226,000	 	 
	Class B Certificates	2.71700	%	 $ 	43,633,000	 	 
	Class C Certificates	3.21300	%	 $ 	47,077,000	 	 
	Class X-D Certificates	1.11269	%(1)	 $ 	40,648,000	(2)	 
	Class D Certificates	2.25000	%	 $ 	29,854,000	 	 
	Class E Certificates	2.25000	%	 $ 	10,794,000	 	 
	Class F-RR Certificates	3.36269	%	 $ 	14,468,000	 	 
	Class G-RR Certificates	3.36269	%	 $ 	26,409,000	 	 
	Class J-RR Certificates	3.36269	%	 $ 	11,482,000	 	 
	Class NR-RR Certificates	3.36269	%	 $ 	43,633,611	 	 
	Class Z Certificates(3)	N/A	 	N/A	 
	Class R Certificates(3)	N/A	 	N/A	 



 





 



 



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



 


		(2)	None
                                         of the Class X-A, Class X-B or Class X-D Certificates will have a Certificate
                                         Balance; rather, each such Class of Certificates will accrue interest as provided herein
                                         on its related Notional Amount.



 


		(3)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or a Notional
                                         Amount, 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-1
BHE LLC is purchasing from the Underwriters or the Placement Agents, as the case may be, is purchasing from the Placement
Agents all of the Class F-RR, Class G-RR, Class J-RR and Class NR-RR Certificates. The Certificates that 3650
REIT 2 PF-1 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 $918,586,612.


 






    -4-


     


    

 


WHOLE LOANS


 


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

	CX
    - 350 & 450 Water Street	Non-Serviced	 CAMB
    2021-CX2	Note
        A-1-1


        Note
        A-1-2


        Note
        A-1-3


        Note
        A-1-4


        Note
        A-1-5


        Note
        A-1-6


        Note
        A-1-7


        Note
        A-1-8


        Note
        A-1-9


        Note
        A-2-1


        Note
        A-2-2


        Note
        A-2-3


        Note
        A-2-4


        Note
        A-2-5


        Note
        A-3-1


        Note
        A-3-2


        Note
        A-3-3


        Note
        A-4-1


        Note
        A-4-2


        Note
        A-4-3


        Note
        B-1(2)


        Note
        B-2(2)


        Note
        B-3(2)


        Note
        B-4(2)

        	Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control

        	$169,255,102


        $71,000,000


        $64,000,000


        $50,000,000


        $45,000,000


        $35,000,000


        $25,000,000


        $20,000,000


        $4,161,224


        $58,163,265


        $50,000,000


        $30,000,000


        $25,000,000


        $2,959,184


        $29,081,633


        $30,000,000


        $23,979,592


        $28,500,000


        $30,000,000


        $22,900,000


        $244,083,673


        $83,877,551


        $41,938,776


        $41,100,000

        	CAMB
        2021-CX2


        DBRI


        Benchmark
        2021-B30


        DBRI


        DBRI


        DBRI


        3650R
        2021-PF1


        DBRI


        DBRI


        CAMB
        2021-CX2


        Bank
        of America


        Bank
        of America


        Bank
        of America


        Bank
        of America


        CAMB
        2021-CX2


        Benchmark
        2021-B30


        JPMCB


        CAMB
        2021-CX2


        3650R
        2021-PF1


        3650R
        2021-PF1


        CAMB
        2021-CX2


        CAMB
        2021-CX2


        CAMB
        2021-CX2


        CAMB
        2021-CX2

        
	Plaza
    La Cienega	Serviced	N/A	Note
        A-1


        Note
        A-2


        Note
        A-3

        	Control


        Non-Control


        Non-Control

        	$50,000,000


        $20,000,000


        $20,000,000

        	3650R
        2021-PF1


        Benchmark
        2021-B30


        CREFI

        
	Huntsville
    Office Portfolio	Serviced	N/A	Note
        A-1-1


        Note
        A-1-2


        Note
        A-1-3


        Note
        A-2-1


        Note
        A-2-2


        Note
        A-2-3

        	Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control

        	$14,930,700


        $14,930,700


        $9,953,800


        $14,930,700


        $14,930,700


        $9,953,800

        	3650R
        2021-PF1


        Benchmark
        2021-B28


        3650R
        2021-PF1


        Benchmark
        2021-B28


        3650R
        2021-PF1


        3650R
        2021-PF1

        
	The
    Westchester	Non-Serviced	CSMC
    2020-WEST	Note
        A-1


        Note
        A-2-A


        Note
        A-2-B


        Note
        A-2-C


        Note
        A-3-A


        Note
        A-3-B


        Note
        B-1(2)

        	Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Control

        	$193,000,000


        $35,000,000


        $20,000,000


        $20,000,000


        $50,000,000


        $25,000,000


        $57,000,000

        	CSMC
        2020-WEST


        CSAIL
        2021-C20


        WFCM
        2021-C60


        3650R
        2021-PF1


        CSAIL
        2020-C19


        3650R
        2021-PF1


        CSMC
        2020-WEST

        
	Patewood
    Corporate Center	Serviced	N/A	Note
        A-1


        Note
        A-2

        	Control


        Non-Control

        	$30,000,000


        $38,500,000

        	3650R
        2021-PF1


        3650
        REIT

        
	2
    Washington	Non-Serviced	Benchmark
    2021-B29	Note
        A-1


        Note
        A-2


        Note
        A-3


        Note
        A-4


        Note
        A-5

        	Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control

        	$50,000,000


        $30,000,000


        $25,000,000


        $16,500,000


        $10,000,000

        	Benchmark
        2021-B29


        Benchmark
        2021-B29


        Benchmark
        2021-B28


        3650R
        2021-PF1


        3650R
        2021-PF1

        
	One
    SoHo Square	Non-Serviced	SOHO
    2021-SOHO	Note
        A-1-S


        Note
        A-1-C-1


        Note
        A-1-C-2


        Note
        A-1-C-3


        Note
        A-1-C-4


        Note
        A-1-C-5


        

        	Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        

        	$685,083


        $53,950,000


        $75,000,000


        $50,000,000


        $50,000,000


        $50,000,000


        

        	SOHO
        2021-SOHO


        Benchmark
        2021-B28


        Wells
        Fargo Bank


        Benchmark
        2021-B28


        Benchmark
        2021-B29


        BBCMS
        2021-C11


        

        



 






    -5-


     


    

 


	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-C-6


        Note
        A-1-C-7


        Note
        A-1-C-8


        Note
        A-2-S


        Note
        A-2-C-1


        Note
        A-2-C-2


        Note
        A-2-C-3


        Note
        A-2-C-4


        Note
        A-2-C-5


        Note
        A-2-C-6


        Note
        A-3-S


        Note
        A-3-C-1


        Note
        A-3-C-2


        Note
        A-3-C-3


        Note
        B-1(2)


        Note
        B-2(2)


        Note
        B-3(2)

        	


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control


        Non-Control

        Non-Control

        	


        $20,000,000


        $20,000,000


        $2,353,868


        $204,420


        $21,050,000


        $20,000,000


        $19,646,132


        $16,000,000


        $10,000,000


        $9,176,796


        $110,497


        $24,000,000


        $16,000,000


        $11,823,204


        $215,801,105


        $64,392,265


        $34,806,630

        	


        BBCMS
        2021-C11


        Benchmark
        2021-B29


        Benchmark
        2021-B29


        SOHO
        2021-SOHO


        Benchmark
        2021-B28


        Benchmark
        2021-B29


        Benchmark
        2021-B29


        3650R
        2021-PF1


        Benchmark
        2021-B28


        3650R
        2021-PF1


        SOHO
        2021-SOHO


        MSC
        2021-L7


        MSC
        2021-L7


        MSC
        2021-L7


        SOHO
        2021-SOHO


        SOHO
        2021-SOHO


        SOHO
        2021-SOHO

        
	Icon
    One Daytona	Serviced	N/A	Note
        A-1


        Note
        A-2

        	Control


        Non-Control

        	$25,000,000


        $25,000,000

        	3650R
        2021-PF1


        3650
        REIT

        
	PetSmart
    HQ	Serviced	N/A	Note
        A-1


        Note
        A-2


        Note
        A-3

        	Control


        Non-Control


        Non-Control

        	$23,000,000


        $22,650,000


        $22,350,000

        	3650R
        2021-PF1


        3650
        REIT


        3650
        REIT

        
	Centene	Serviced	N/A	Note
        A-1


        Note
        A-2


        Note
        A-3

        	Control


        Non-Control


        Non-Control

        	$15,600,000


        $15,600,000


        $15,600,000

        	3650R
        2021-PF1


        3650
        REIT


        3650
        REIT

        




 





 



 


		(1)	Or
                                         an equivalent entity. Notes for which “3650R 2021-PF1” 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”.



 


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.


 


“2 Washington
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 19, 2021, by and between the holders of
the respective promissory notes evidencing the 2 Washington Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


 


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


 


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


 


“520 Almanor
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 16, 2021, by and between the holders
of the respective promissory notes evidencing the 520 Almanor 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.


 


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


 






    -7-


     


    

 


“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(f).


 


“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.


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 






    -9-


     


    

 


“Applicable
Laws”: As defined in Section 8.15.


 


“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


 






    -10-


     


    

 


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 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 


 






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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 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


 






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(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 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).


 


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


 


“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).


 




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“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


 






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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 any Excess Interest and
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;


 






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(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)               all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class Z Certificates, as
described in Section 4.01(j));


 


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


 


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


 


(viii)            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 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;


 






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(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.


 


“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


 






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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.


 


“Centene Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of November 18, 2021, by and between the holders of the respective
promissory notes evidencing the Centene 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 2021-PF1, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association in its capacity as certificate administrator, or any successor
certificate administrator appointed hereunder. Wells Fargo Bank, 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 0.00811% 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 any Class of Class X Certificates, the Class R Certificates
and the Class Z 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 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.


 






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“Certificate
Factor”: With respect to any Class of Certificates (other than the Class Z 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 or Notional Amount, and the denominator of which is the related Original Certificate
Balance or Original Notional Amount.


 


“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, 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


 






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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-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 a fixed rate of 1.12200%.


 


“Class A-3
Certificate”: A Certificate designated as “Class A-3” 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.


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.99500%.


 






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“Class A-4
Certificate”: A Certificate designated as “Class A-4” 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-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.25300%.


 


“Class A-5
Certificate”: A Certificate designated as “Class A-5” 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-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.52200%.


 


“Class A-S
Certificate”: A Certificate designated as “Class A-S” 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 A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (a) 2.77800%
and (b) 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-5,
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 a fixed rate of 2.37200%.


 


“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-10,
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 a fixed rate of 2.71700%.


 


“Class C
Certificate”: A Certificate designated as “Class C” 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 C
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (a) 3.21300%
and (b) the WAC Rate for such Distribution Date.


 






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“Class D
Certificate”: A Certificate designated as “Class D” 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 D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.25000%.


 


“Class E
Certificate”: A Certificate designated as “Class E” 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 E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.25000%.


 


“Class F-RR
Certificate”: A Certificate designated as “Class F-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 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-15,
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-16,
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.


 


“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.


 






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“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
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.


 


“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.


 






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“Class NR-RR
Certificate”: A Certificate designated as “Class NR-RR” on its face, in the form of Exhibit A-16,
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 R
Certificate”: A Certificate designated as “Class R” on its face in the form of Exhibit A-17,
and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” 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 X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1, Class A-3,
Class A-4, Class A-5,  A-SB and Class A-S Certificates.


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any, of (a) the WAC Rate for such Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1,
Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificates for such Distribution Date, weighted
on the basis of their respective Certificate Balances immediately prior to such Distribution Date. The Pass-Through Rate applicable
to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement.


 


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


 


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


 






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


 


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


 


“Class Z
Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-18,
representing undivided beneficial interests in the Class Z Specific Grantor Trust Assets.


 


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


 


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


 


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


 


“Closing Date”:
November 18, 2021.


 


“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
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


 






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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 Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-PF1”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and
taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b)
that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit
in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or the Grantor
Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan 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 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.


 


“Commission”:
The Securities and Exchange Commission.


 






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“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 2021-PF1 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2021-PF1, Companion Distribution Account”. The Companion Distribution Account
shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the 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 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 a rate of 0.00125% per annum, 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


 






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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.


 


“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 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.


 






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“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.


 


“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-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D and Class E 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


 






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“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 Wells Fargo Bank, 600 South 4th
Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services – 3650R 2021-PF1;
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 2021-PF1.


 


“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 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.


 






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“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;


 


(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.


 






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“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 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


 






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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 or Grantor Trust,
as applicable.


 


“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®


 






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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 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.


 






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“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 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.


 






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“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.


 


“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


 






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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 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).


 






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“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. Wells Fargo Bank, 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 2021, or with respect to any Mortgage
Loan that has its first Due Date after November 2021, the date that would have otherwise been the related Due Date in November
2021.


 


“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.


 


“CX –
350 & 450 Water Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 14, 2021,
by and between the holders of the respective promissory notes evidencing the CX – 350 & 450 Water Street Whole Loan,
relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“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.


 


“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.


 






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“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) 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 R
Certificates, Class Z 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.


 






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“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 or
initial Notional Amount, as applicable, 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”.


 


“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;


 






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(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).


 


“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 2021.


 


“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


 






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(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;


 


(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


 






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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 the Westchester Loan REMIC, a copy of the related Loan 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;


 


(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;


 






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(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 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


 






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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.


 


“Directing Holder”:


 


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


 


(b)              
with respect to any Serviced AB Whole Loan, (i) prior to a related Control Appraisal Period, the related AB Whole Loan Controlling
Holder and (ii) after a related Control Appraisal Period, 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.


 






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“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 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.


 






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“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 Excess Interest Distribution Account and the
Lower-Tier REMIC 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 2021.


 


“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


 






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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, 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 “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days
or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set
forth in the applicable clause, would be listed in clauses (i) and (ii) above, with respect to which a
Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable
clause is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i)
and (ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and
Companion Loan Rating Agency Confirmations have been obtained with respect to any Serviced Companion Loan Securities, which account
may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer;
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


 






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


 


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer
on a transaction rated by any of Moody’s, Fitch, KBRA, 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) 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


 






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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).


 


“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 Z 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 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 Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan documents. The Excess
Interest shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 






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“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National
Association, as Trustee, and the registered Holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-PF1, Class Z Certificates, Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess 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), 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


 






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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.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan 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.


 


“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


 






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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 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.


 






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“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 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.


 






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“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 “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2021-PF1, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“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.


 


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


 


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


 






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“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.


 



“Huntsville
Office Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 26, 2021, by and between
the holders of the respective promissory notes evidencing the Huntsville Office Portfolio 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
Intercreditor Agreement”: That certain Co-Lender Agreement dated as of November 18, 2021, by and 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.


 


“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


 






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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 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 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


 






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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 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 4.07(a).


 


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


 


“Insurance and
Condemnation Proceeds”: All proceeds 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


 






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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.


 


“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
or Notional Amount, as applicable, 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 “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders
of Commercial Mortgage Pass-Through Certificates, Series 2021-PF1, 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, (i) 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 and (ii) in the case
of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution
Date.


 


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


 






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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.


 


“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 4.07(a).


 


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


 


“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 “CX – 350 & 450 Water
Street” and “Huntsville Office Portfolio” are Joint Mortgage Loans.


 






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“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.


 


“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 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



 






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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 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


 






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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% 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.


 


“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.


 






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“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 the Grantor Trust or any Trust REMIC.


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement,
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-3, Class LA-4, Class LA-5, Class LA-SB, Class LA-S,
Class LB, Class LC, Class LD, Class LE, Class LF-RR, Class LG-RR, Class LJ-RR and Class LNR-RR
Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two 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 Westchester Loan REMIC and the Excess Interest), the Westchester Loan REMIC
Regular Interest and the proceeds thereof (exclusive of Excess Interest), 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 or the Grantor Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee)



 






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pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2021-PF1, 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.


 


“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 4.07 (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 under any covenants regarding cash trap triggers; or
(D) unless required by the Mortgage Loan Documents, a decision to modify any covenant setting for reserve level requirements or
a decision


 






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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 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.


 


“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.


 






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“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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of 3650R 2021-PF1 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1” 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 “Wells Fargo Bank, National Association, as Trustee, on
behalf of the registered holders



 






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of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-PF1” or in blank and, in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee,
on behalf of the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-PF1 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;


 


(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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of 3650R 2021-PF1
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1” or in blank and, in the case of
any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of 3650R
2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 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 “Wells Fargo Bank, National
Association, as Trustee, on behalf of the registered Holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-PF1” or in blank or, in the case of a Serviced Whole Loan, in favor of “Wells Fargo Bank,
National Association, as Trustee, on behalf of the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2021-PF1 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;


 






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(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 “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
Holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1” and,
in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered
holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 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


 






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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 the Westchester Loan REMIC, a copy of the Westchester Loan 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 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


 






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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 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 and, if applicable, the Anticipated Repayment Date;


 


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


 






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(viii)            the Mortgage Loan Seller;


 


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


 


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


 


(xi)               the ARD Loan final Maturity Date, if applicable


 


(xii)              the Revised Rate, if applicable;


 


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


 


(xiv)             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) CREFI and (iii) GACC.


 


“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 Revised 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. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related
Excess Rate.


 


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


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged


 






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Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


 


“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 (without regard to any increase in the interest rate of any ARD Loan after its
respective Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however,
that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without
regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master
Servicer, the Special Servicer, a 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 The Westchester Mortgage Loan, the computations set forth above shall be made with respect to the Westchester Loan REMIC Regular
Interest instead of the related Mortgage Loan.


 






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


 


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


 


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


 


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


 


“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-


 






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Serviced Trustee
as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced
PSA provides otherwise).


 


In making such recoverability
determination, the Master Servicer, the Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among
other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as 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


 






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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 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


 






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are a source of recovery
not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination (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


 






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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 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 X-D, Class D, Class E, Class F-RR,
Class G-RR, Class J-RR, Class NR-RR, Class Z or Class R Certificate.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of 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.


 






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“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.


 


“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 rate set forth on the Mortgage Loan Schedule under the heading
“Subservicing 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.


 






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“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.


 


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


 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website,
in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or
that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the 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.


 


“Offered Certificates”:
The Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class X-A
and Class X-B Certificates.


 


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


 


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


 


“One SoHo Square
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 30, 2021, by and between the holders of
the respective promissory notes evidencing the One SoHo Square Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


 


“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.


 






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“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 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 0.00183% 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


 






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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 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,


 






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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, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


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


 


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


 


“Original Notional
Amount”: With respect to the Class X-A Notional Amount, Class X-B Notional Amount and the Class X-D Notional
Amount, the applicable initial Notional Amount thereof as of the Closing Date, 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.


 






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“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.


 


“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-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 Pass-Through Rate,
the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class J-RR Pass-Through Rate, the Class NR-RR
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate and the Class X-D Pass-Through
Rate.


 


“Patewood Corporate
Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of May 11, 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.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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“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 or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class Z and Class R Certificates), the percentage interest
evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other
than the Class Z and Class R Certificates), the percentage interest is equal to the Denomination as of the Closing Date
of such Certificate divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates
as of the Closing Date. With respect to a Class Z 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 (other
than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of
the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings
involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration
of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.


 


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


 


(i)               
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, 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


 






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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 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;


 






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(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 such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates
and any Serviced Companion Loan Securities;


 


(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


 






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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 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
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 18, 2021, by and 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.


 


“Placement Agents”:
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.


 


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


 






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“Plaza La Cienega
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 21, 2021, by and between the holders
of the respective promissory notes evidencing the Plaza La Cienega Whole Loan, relating to the relative rights of such holders,
as the same may be further amended in accordance with the terms thereof.


 


“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; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date. For the avoidance of doubt,
the Prepayment Assumption will also apply to The Westchester Mortgage Loan held by the Westchester Loan REMIC and the Westchester
Loan REMIC Regular Interest.


 


“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 and any
Excess Interest), 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 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 and any Excess Interest), 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


 






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Rate and (y) in the case of any Serviced Mortgage Loan, the Mortgage
Rate (net of Servicing Fees and any Excess Interest) on the amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, and ending
on such following Due Date. With respect to 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 The Westchester Mortgage Loan held by the
Westchester Loan REMIC shall be a Prepayment Interest Shortfall in respect of the Westchester 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.


 


“Principal Balance
Certificates”: Each of 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, 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


 






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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.


 


“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


 






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(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 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


 






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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 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 9, 2021.


 


“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


 






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applicable)), at the related Mortgage Rate in effect from time to time (excluding any portion of such interest that represents
Default Interest or Excess Interest on an ARD Loan), 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 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


 






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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.


 


“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


 






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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 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


 






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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 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, the Distribution Date in November 2054.


 


“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 4.07(c).


 


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


 


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


 


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


 






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“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).


 


“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:


 






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        Related
Certificates 
	
        Related
Lower-Tier Regular Interest 

	Class A-1 Certificates	Class LA-1 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 Certificates	Class LE 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


 


“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 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.


 






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“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 Wells Fargo Bank, National Association, as Trustee, for the registered
Holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 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.


 


“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


 






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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.13.


 


“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.


 






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“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 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”: With respect to the HRR Certificates, the Retained Horizontal Interest Safekeeping Account.


 


“Retained Fee
Rate”: An amount equal to 0.00125% per annum with respect to each Mortgage Loan.


 


“Retained Horizontal
Interest 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.


 






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“Retaining Party”: Any Holder of all or any portion of the HRR Certificates. As of the Closing Date, 3650
REIT 2 PF-1 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.


 


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


 


“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





 






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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 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) or Class X Certificate.


 


“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, there are no Serviced AB Whole Loans related to the Trust.


 






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“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 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


 






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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).


 


“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


 






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forth on the Mortgage Loan Schedule under the heading “Servicing 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 (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 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 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).


 






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


 


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


 






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(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 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


 






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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;


 


(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.


 






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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.


 


“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 F-RR, Class G-RR,
Class J-RR and Class NR-RR Certificates; provided, however, that the Certificate Balances and/or Notional Amounts,
as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class C,
Class X-D, Class D and Class E 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 Westchester Loan REMIC with regard to The Westchester Mortgage Loan held by the Westchester Loan REMIC
and otherwise from the Lower-Tier REMIC.


 






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“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 $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


 






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the Determination Date
for the most recent Distribution Date coinciding with or preceding such date of determination.


 


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, 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.


 






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


 


“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, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information,
reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“The Westchester
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 12, 2020, by and between the holders
of the respective promissory notes


 






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evidencing The Westchester Whole Loan, setting forth the respective rights of such holders,
as the same may be 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).


 






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“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “3650R 2021-PF1 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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the
extent of the Trust’s interest in such REO Account), including any reinvestment income; (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
Westchester Loan REMIC Regular Interest; 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).


 


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


 


“Trustee”:
Wells Fargo Bank, 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). Wells
Fargo Bank, National Association shall perform the trustee role through its Corporate Trust Services division.


 


“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. and Deutsche Bank Securities Inc.


 






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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of 3650R 2021-PF1 Commercial Mortgage
Trust, Commercial Mortgage


 






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Pass-Through Certificates, Series 2021-PF1, 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 Z and Class R Certificates, (ii) 2% in the case of each Class of Class X Certificates,
allocated pro rata, based upon their respective Notional Amounts as of the date of determination and (iii) 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 98% 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 R or Class Z Certificates will be entitled to any Voting Rights.


 


“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 Westchester Mortgage Loan
held by the Westchester Loan


 






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REMIC, “Mortgage Loan” shall refer to the Westchester Loan REMIC Regular Interest for
purposes of this definition.


 


“Westchester
Companion Loans”: With respect to The Westchester 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 Westchester
Mortgage Loan, which Notes are made by the related Mortgagor and secured by the Mortgage on the Westchester Mortgaged Property,
and which are not included in the Trust.


 


“Westchester
Loan REMIC”: A segregated asset pool designated as a REMIC pursuant to the related Loan REMIC Declaration consisting
of The Westchester Mortgage Loan and the Westchester 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.


 


“Westchester
Loan REMIC Pari Passu Notes”: With respect to The Westchester Whole Loan, those certain promissory notes A-2-A in the
original principal amount of $35,000,000, A-2-B in the original principal amount of $20,000,000 and A-3-A in the original principal
amount of $50,000,000, which evidence three of the Westchester 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.


 


“Westchester
Loan REMIC Regular Interests”: With respect to the Westchester Loan REMIC, the uncertificated “regular interests”,
within the meaning of Section 860G(a)(1) of the Code, in the Westchester Loan REMIC and as set forth in the Westchester Loan REMIC
Declaration. For the avoidance of doubt, the principal balance of the Westchester Loan REMIC Regular Interests shall at all times
equal the combined outstanding Stated Principal Balance of The Westchester Mortgage Loan and the Westchester Loan REMIC Pari Passu
Notes (or, if applicable, the deemed Stated Principal Balance of any successor REO Loan). The interest rate on the Westchester
Loan REMIC Regular Interests shall be the Mortgage Rate of The Westchester Mortgage Loan. Payments and other collections of amounts
received on or in respect of The Westchester Mortgage Loan and the Westchester Loan REMIC Pari Passu Notes (or any related REO
Property) shall be deemed distributable on the Westchester Loan REMIC Regular Interests to the extent of the principal, interest
at the related Mortgage Rate and Yield Maintenance Charges due thereon.


 


“Westchester
Loan REMIC Regular Interest”: The approximately 26.667% ownership interest in one of the Westchester Loan REMIC Regular
Interests designated as the “A-2 Regular Interest” in the Westchester Loan REMIC Declaration, evidenced by the Westchester
Mortgage Loan. The Westchester Loan REMIC Regular Interest shall be an asset of the Lower-Tier REMIC.


 


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively,
as identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each Whole Loan, references herein
to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related
Companion Loan(s).


 






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“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three 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% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments at maturity
or on the Anticipated Repayment Date, 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).


 


“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(d).


 


“YM Group B”:
As defined in Section 4.01(d).


 


“YM Groups”:
As defined in Section 4.01(d).


 


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:


 






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(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
(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


 






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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-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E,
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, (ii) the Class Z Certificates shall be outstanding so long as any ARD Loan is outstanding, (iii) the
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 and (iv) each of the Class X Certificates shall be deemed to be
outstanding until their respective Notional Amounts have been reduced to zero.


 


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or 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 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.


 






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[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 the Westchester Loan REMIC Regular Interest) and
the Trustee (as holder of the Lower-Tier Regular Interests and the Westchester Loan REMIC Regular Interest) 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 the Westchester Loan REMIC Regular Interest). 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 2021, 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.


 


(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, 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


 






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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 (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,


 






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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).


 


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 Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1”,
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


 






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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 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


 






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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 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


 






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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)              
[Reserved].


 


(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, 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


 






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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.


 


(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 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.


 






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(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 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),
(viii) and (x) 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), (viii) and (x) 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


 






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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 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.


 






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(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 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


 






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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.


 


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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-PF1 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.


 






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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.


 


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;


 






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(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.


 


(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


 






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(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 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


 






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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 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.


 


Contemporaneously with
its execution of each Mortgage Loan Purchase Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver powers of
attorney (one (1) PDF copy and the number of originals specified in the related Mortgage Loan Purchase Agreement) 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 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


 






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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 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


 






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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 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


 






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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, 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


 






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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 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)


 






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and Section 2.03(i), all other terms of the related
Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)                
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and
(iii) in connection with such partial release, 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


 






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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 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


 






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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 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)


 






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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 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.


 






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(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.


 


(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


 






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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.


 


(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.


 






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(vii)            By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


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


 


(o)            The following provisions will apply to both mediation and third-party arbitration:


 


(i)               Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)              If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District of New York if such court 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


 






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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 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 Lower-Tier Regular Interests; Issuance of the Westchester Loan REMIC Regular Interest
and Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Westchester
Loan REMIC Regular Interest, and, subject to Section 2.01 and Section 2.02, the delivery to the


 






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Custodian
of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with
the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such
assignment and delivery, (i) in exchange for the Westchester Loan REMIC Regular Interest, the Mortgage Loans (other than Excess
Interest and assets held by the Westchester Loan REMIC) and the other assets comprising the Lower-Tier REMIC, receipt of which
is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest
to the Depositor; (ii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests
to the Upper-Tier REMIC; (iii) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to
execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates
and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates
in authorized Denominations 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); (iv) the Trustee acknowledges the
creation of the Grantor Trust (as described in Section 2.05 below); and (v) the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class Z Certificates and has caused the Certificate Registrar to execute and cause the
Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges
the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their
respective portions of the Grantor Trust.


 


Section 2.05       
Creation of the Grantor Trust. The Class Z Certificates are hereby designated as undivided beneficial
interests in the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets, which portion shall be
treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.


 


[End of ARTICLE II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01       
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) 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


 






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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 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”).


 






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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 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


 






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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 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


 






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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 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


 






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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 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.


 






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(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 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


 






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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 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 with respect to
each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any
portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer
or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan 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


 






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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 and
Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the
applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this
clause third 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


 






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Master Servicer that such P&I Advance would have been a Nonrecoverable Advance,
plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (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;


 


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 and other than,
if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing,
first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


twelfth, as a
recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


thirteenth, in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan) in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; and provided, further, that with respect to each Serviced Mortgage Loan, amounts collected with


 






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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 excess of (i) unpaid interest (exclusive of Default Interest and Excess
Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below
or clause fifth of 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


 






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Master Servicer that such P&I Advance would have been a Nonrecoverable Advance,
plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (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;


 


ninth, as a recovery
of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


tenth, in the
case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; 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


 






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and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)              
If the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Certificate Administrator two (2) Business Days prior to the related Distribution Date in the CREFC®
Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding
statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(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 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


 






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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 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


 






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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 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


 






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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 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


 






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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.


 


(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


 






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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 Excess Interest Distribution Account and the Gain-on-Sale Reserve Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, 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 Mortgagors which are received in connection with the purchase of defeasance
collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:


 


(i)           all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)          all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, 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);


 






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(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 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


 






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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 (other
than the Holders of the Class Z Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests, (ii) the
Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Class Z
Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests and (iii) the Excess Interest Distribution Account
for the benefit of the Holders of the Class Z Certificates. The Master Servicer shall deliver to the Certificate Administrator
each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that
portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Available Funds) for the related Distribution Date, and (y) in
the Excess Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection
Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so
long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution Accounts, the
Interest Reserve Account and the Excess Interest Distribution 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 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


 






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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 Excess Interest 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;


 


(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


 






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(v)              any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I
Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the Master Servicer shall pay the Certificate
Administrator interest on such late payment at the Prime Rate from and including the date such payment was required to be made
(without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment
is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any 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 (other than Excess Interest)
deposited into and withdrawn from the Collection Account in respect of The Westchester Mortgage Loan shall be deemed to be distributed
in respect of the Westchester Loan REMIC Regular Interest in accordance with the related Loan REMIC Declaration. Amounts deemed
distributed in respect of the Westchester Loan REMIC Regular Interest shall be deposited in the Lower-Tier Distribution Account
as set forth in Section 4.01(k).


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank, National Association
is the Certificate Administrator; provided, however, that such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is not Wells Fargo Bank, National
Association) in Permitted Investments selected by the party hereunder that maintains such account which shall mature, unless payable
on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals
from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless
payable on demand. All such Permitted Investments to be administered by the Certificate Administrator shall be made in the name
of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee for the Holders of the 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-PF1 as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the 3650R
2021-PF1 Commercial Mortgage Trust,


 






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Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 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 2022, 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 2021-PF1 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, any Trust REMIC or the Grantor Trust. 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 Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account 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
Excess Interest Distribution 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 (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the


 






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Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class Z Certificates; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders,
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.


 


(c)               
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class Z Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable
Collection Period.


 


(d)              
Following the distribution of Excess Interest to Holders of the Class Z Certificates on the first Distribution Date
after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate
Administrator shall terminate the Excess Interest Distribution Account.


 


(e)               
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, 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.


 






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(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 or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as 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 Excess Interest 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 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)


 






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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;


 


(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


 






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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 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


 






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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 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 


 






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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 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


 






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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;


 


(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


 






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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(f) and Section 13.02(a) to the extent payable out of the
Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in 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, the Grantor Trust, or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor
pursuant to Section 10.01(g);


 


(xv)                 
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)                
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage


 






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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 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


 






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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(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c)
in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is
in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)                 
to pay any and all federal, state and local taxes imposed on 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(g);


 






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(vi)                 to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) 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)               
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)               
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution
Account for any of the following purposes:


 


(i)                 
 to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in
respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)                 
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)               
[Reserved]


 


(f)               
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the 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), (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


 






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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 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).


 






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Section 3.06       
Investment of Funds in the Collection 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, 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:


 


(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.


 






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(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 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


 






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(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 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


 






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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). 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


 






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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 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


 






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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 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


 






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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 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.


 






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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% 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
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alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


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


(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






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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 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
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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.


(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).






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(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 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






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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 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,






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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.


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






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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 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.






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(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 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






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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-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






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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 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






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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 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






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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 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






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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 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,






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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 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






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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 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






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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 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.






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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) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once
every twenty-four (24) months, in each case, commencing in the calendar year 2023 (and each Mortgaged Property shall be inspected
on or prior to December 31, 2023); 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 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






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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 than June 30 of each year commencing June 30, 2022. 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:






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(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, 2022, 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 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






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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 2021, 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 2021, 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 2021, 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 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 2021, 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,






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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 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






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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 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






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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 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






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(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.


(b)              
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


(i)              
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)      
the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


(B)       
this Agreement, 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






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(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 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)      
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


(C)      
all Operating Advisor Annual Reports;



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(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;


(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






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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;


(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 4.07(a);


(vii)               
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


(viii)               
the “U.S. Risk Retention Special Notices” tab;


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






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to receive access to the Certificate Administrator’s Website that a notice has been posted
to the “U.S. Risk Retention Special Notices” tab.


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)).


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






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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 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






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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 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 2021-PF1” 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;






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(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);


(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






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(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
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 2021-PF1” 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.






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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 2021-PF1”
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 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






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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
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






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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.


(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






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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
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,






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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, 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 Westchester Loan REMIC Regular Interest, 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 Westchester Loan REMIC Regular Interest,
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






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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.


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






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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;


(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






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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 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






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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 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






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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) (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.






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(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 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






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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 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






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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 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.






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(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 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






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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 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






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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 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),






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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 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






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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 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






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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 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)), 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 the Revenue Procedure and such forbearance is covered by Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12),
(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 $45,000 (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-






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Specially Serviced Loan, the Master Servicer shall obtain the consent
(or deemed consent) of the Special Servicer as provided in Section 3.18(b).


(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 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.






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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 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.






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(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 Z or Class R Certificates) upon request. With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master
Servicer processes such modification, waiver or consent pursuant to 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






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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 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






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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 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






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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.


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






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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.


(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






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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 (but, (i) other than with respect to an Excluded Loan, only during an Operating Advisor Consultation
Event and (ii) with respect to a Serviced AB Whole Loan only to the extent it is also subject to a Control Appraisal Period under
the related Intercreditor Agreement), 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;


(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






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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 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 






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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 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






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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 and the grantor trust status of the Grantor Trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, (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 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






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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 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






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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 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






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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 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






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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 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.






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(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 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






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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, 2021, 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 2021 (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






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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.


(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






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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, 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.






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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 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,






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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 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.”






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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 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






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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 and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


(d)              
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor 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.


(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 



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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 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






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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 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






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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 in accordance with Section 1.02(iv), the
Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in
support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly, but in any
event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall no later than five
(5) Business Days after receipt of such






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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.


(f)               
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior






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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 4.07(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 Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.






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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
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






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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.


(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,






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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. 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
and CREFI (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, or any Grantor Trust created hereunder
to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s
or the Master Servicer’s, as 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 REMIC
created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust
for federal income tax purposes, 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, 






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provides the Master Servicer or the
Special Servicer, as applicable, with assurance reasonably 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 






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any
material Trust-Related Litigation, with the consent or consultation of the Directing Holder (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. 






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For
purposes of this Section 3.34, Section 13.01(l) and Section 13.08(a) only, “Mortgage
Note” shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the
Mortgage Note (as defined in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such
promissory notes.


(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.






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(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-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, Class X-B Certificates and
the Class X-D 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-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-3 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-3 Certificates
has been reduced to zero; (4) fourth, 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) and
(3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates
has been reduced to zero; (5) fifth, 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) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-5
Certificates has been reduced to zero and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3), (4) and (5) above have been made on such Distribution Date), until 






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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-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-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-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 al
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-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-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 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







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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 Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xvii)             seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the
Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A Certificates, Class B Certificates,






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Class C Certificates and Class D
Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced
to zero;


(xviii)            eighteenth, to the Holders of the Class E Certificates, first, 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 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 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 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 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;


(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;







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(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 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 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 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 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


(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







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principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


(b)               
[Reserved]


(c)               
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable
to the Holders of the respective Related Certificates as provided in 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 plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case
of the Class LA-1, Class LA-3, Class LA-4, Class LA-5, Class LA-SB and Class LA-S Uncertificated Interests,
the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interests and Class LC Uncertificated
Interests, the Class X-B Certificates and (iii) in the case of the Class LD and Class LE Uncertificated Interests, the
Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the WAC Rate over the Pass-Through
Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent
actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are
referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account.


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in 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
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).







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(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-3, Class A-4, Class A-5,
Class A-SB, Class X-A 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 X-B, Class X-D, Class B, Class C,
Class D and Class E 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: (1) on a pro rata basis in accordance with their respective entitlements in those Yield Maintenance
Charges, to each Class of Certificates (other than Class X 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 (other than Class X 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
and (2) the portion of such Yield Maintenance Charge allocated to such YM Group remaining after such distributions to the
applicable Class(es) of Certificates in such YM Group, in the case of amounts distributable to YM Group A, to the Class X-A
Certificates and in the case of amounts distributable to YM Group B, on a pro rata basis in accordance with their
respective reductions in their Notional Amounts on such Distribution Date, to the Class X-B and Class X-D 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-3,
Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E 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 Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that
is part of a Serviced Whole Loan, the 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 Mortgage Rate on the related 






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Mortgage
Loan or Serviced Whole Loan, as applicable, 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 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 Mortgage Rate, then the Mortgage Rate
used in the determination of the Base Interest Fraction shall be the Mortgage Rate in effect at the time of the prepayment.


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any 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 (in the case of a Mortgage
Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan
or REO Loan that is related to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve
Statistical Release H.15 (519) is no longer published, the 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, Class Z Certificates or Class R Certificates. After the Certificate
Balances and Notional Amounts of the Class A-1 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-SB Certificates, Class X-A Certificates, Class X-B Certificates, Class X-D Certificates,
Class A-S Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
have been reduced to zero, Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holders of
the Class X-D 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 Westchester Loan REMIC to the Lower-Tier
REMIC in respect of the Westchester 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







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such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


(f)               
On each Distribution Date, the Certificate Administrator shall determine 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:







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(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 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)                
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest
will not be







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available to pay any other amounts except for distributions on Class Z Certificates as set forth in the prior
sentence.


(k)              
The Westchester Loan REMIC Regular Interest’s share of all payments made on The Westchester Mortgage Loan (other than any
Excess Interest and Default Interest in accordance with the related Loan REMIC Declaration) shall be deemed to be paid at the
time payments are made under the related Mortgage Loan (in the case of 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 Westchester Loan
REMIC Regular Interest. Servicing Fees, Trustee Fees and Operating Advisor Fees with respect to The Westchester Mortgage Loan
shall be deemed paid by the Lower-Tier REMIC in determining the Net Mortgage Rate of the Westchester Loan REMIC Regular Interest,
and all other servicing compensation or unanticipated expenses with respect to The Westchester Mortgage Loan payable to the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor shall be deemed payable by
the Westchester 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







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Record Date (or, if no such account
so appears or information relating thereto is not provided at least five (5) Business Days prior to the related Record Date, by
check sent by first class mail to the address of such Companion Holder or its agent appearing on the 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







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each thirty (30) day period thereafter until liquidation), (D) current but specially
serviced or in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy
court;


(viii)              the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most
recent Appraisal or valuation;


(ix)                the Available Funds for such Distribution Date;


(x)                 the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of 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 (A) Yield
Maintenance Charges and (B) in the case of the Class Z Certificates, any Excess Interest;


(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 or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss,
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates to date;


(xv)               the Certificate Factor for each Class of Certificates (other than the Class Z and Class R Certificates) immediately
following such Distribution Date;


(xvi)              the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


(xvii)             the current Controlling Class;


(xviii)            the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


(xix)               a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first







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Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


(xx)                a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


(xxi)               all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


(xxii)              in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to 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







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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;


(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)           the amount of any Excess Interest actually received.


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].







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(c)               
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the 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 






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it
deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(d)              
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator 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







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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).


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 






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(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 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







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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 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 Excess Interest,
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







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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 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 (other than any Class X 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 (other than the Class X Certificates) (and in the case of the Class A-1, 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 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-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, 






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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 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-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 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







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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 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 






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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 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 






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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 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 






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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 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       
Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall vary the investment
of the Holders of the Class Z Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return
to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate
Administrator shall (A) file, or cause to be filed, Internal Revenue Service 






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Form 1041, Form 1099 or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish,
or cause to be furnished, to the Holders of the Class Z Certificates, their allocable share of income and expense with respect
to the Excess Interest and Excess Interest Distribution Account in the time or times and in the manner required by the Code.


(b)              
If the Certificate Administrator received notice that the Class Z Certificates are held through a “middleman” as defined
in the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator
to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume
that DTC and Hare & Co. are the only “middlemen” as defined by the WHFIT Regulations unless the Depositor provides
the Certificate Administrator with the identities of the other “middlemen” that are Certificateholders. The Certificate
Administrator shall be entitled to indemnification in accordance with the terms of this Agreement if the Internal Revenue Service
makes a determination that the first sentence of this paragraph is incorrect.


(c)               
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether
any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT
information to Certificateholders annually. In addition, the Certificate Administrator is not responsible or liable for providing
subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


(d)              
The Certificate Administrator is not liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each
Certificateholder, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate
Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale.
Absent receipt of information regarding any sale of a Certificate, including the price, amount of proceeds and date of sale from
the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading
of WHFIT interests.


(e)               
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate
Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been
received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a
CUSIP. The Certificate Administrator is not liable for investor reporting delays that result from the receipt of inaccurate or
untimely CUSIP information.






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Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as 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 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 






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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 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 






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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 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. 






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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 4.08       
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 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 






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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-18, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate
or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X-A Certificates
and Class X-B Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less
than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Class X-D Certificates will be issuable only in
minimum Denominations of authorized initial Notional Amount of not less than $250,000 and in integral multiples of $1.00 in excess
thereof. The Offered Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be issuable
only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of
$1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class Z 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 or initial Notional Amount, as applicable, 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 or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class 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 Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 1% of such Class Z
Certificates.


(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







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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 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:


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010


425 E Hennepin Avenue

Minneapolis, MN 55414







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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].


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 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, 






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a
beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S
Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests
unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by
the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby 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 Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


(b)              
Certificates of each Class of Non-Registered Certificates (other than 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 R
Certificates and the Class Z 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 R and Class Z 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).






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(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository
is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a
qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that
in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates
of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form
of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from
the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the
form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate,
the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar
shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates
will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references
to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures
and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such
Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance
with the Depository’s procedures.


(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.






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(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 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 






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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 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 






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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 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 Z 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 






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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.


(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 






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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 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 






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transaction
provisions of ERISA 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 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 Z Certificate may be purchased by or transferred to any prospective purchaser or Transferee that
is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (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 Z Certificate. Each prospective Transferee of a Class R or Class Z
Certificate shall deliver to the Transferor and the Certificate Administrator a representation letter, substantially in the form
of Exhibit F-2, stating that the prospective Transferee is not 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


 



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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
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


 






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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 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 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 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 R Certificates) is an institution that


 






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is not a
United States Securities Person, and is purchasing such Non-Registered Certificate in an Offshore Transaction.



 


(ii)        Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred except
(A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States Securities Person
in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to the Class R Certificates)
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case, in accordance with any applicable
federal securities laws and any applicable securities laws of any state of the United States or any other jurisdiction.


 


(iii)       Such
Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institution Buyer or a
non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in book-entry
form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no such
transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides certification
that the transfer complies with such restrictions, as described in this Section 5.03(t).


 


(iv)       Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.


 


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 


 






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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 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 


 






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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, 2021-PF1, 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) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, a successor certificate
administrator shall be appointed in accordance with the 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.


 






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(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, 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 or Notional Amount 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


 






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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]


 


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


 






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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 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.


 



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(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;


 


(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;


 






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(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such risks,
which in either case complies with the requirements of Section 3.07; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this
Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any
consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the
Special Servicer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse
effect on the ability of the Special Servicer to perform its obligations hereunder.


 


(c)       The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer 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 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;


 






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(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;


 


(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


 






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organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a
party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree
to which the Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C),
is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its
obligations under this Agreement or its financial condition;


 


(iii)      The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


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


 


(v)       The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local 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


 






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consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)       The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of
this Agreement. Upon 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.


 


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


 






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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 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


 






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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 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,


 






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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 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


 






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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 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


 






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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.


 


(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


 






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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,
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


 






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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 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.


 






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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).


 


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 (other than late fees and Default Interest) or material
non-monetary


 






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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;


 


(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;


 






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(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 Mortgage Loan with a debt service coverage ratio below 1.25x
(to the extent lender approval is required under the related Mortgage Loan documents) that provide for (i) operating expenses equal
to more than 110% of the amount that was budgeted therefor in the prior year or (ii) 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);


 


(xiii)     agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Whole Loan in connection with a defeasance if
such 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 customary insurance and tax releases and routine and/or customary escrow and reserve fundings or disbursements for which
the satisfaction of performance-related criteria is not required pursuant to the terms of the related Mortgage Loan documents
(for the avoidance of doubt, (a) any funding or disbursement mutually agreed upon by the Master Servicer and the Special
Servicer shall not constitute a Major Decision and (b) with respect to the Venice Crossroads, Reside Market, Encore Echo, Marina Pacifica and Cabela’s
Reno Mortgage Loans, any request for the funding or disbursement of amounts equal to or greater than $100,000 (other than customary insurance
and tax releases) shall constitute a Major Decision);


 


(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


 






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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


 


(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


 






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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.


 


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


 






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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 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.


 






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(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 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


 






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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 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 Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank,
National Association acting in any particular capacity hereunder shall not be deemed to be imputed with knowledge of (a) Wells
Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or
(b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause (a)
or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for
performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable;
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]


 






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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 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;


 






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(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, 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),


 






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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).


 


(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


 






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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).


 


(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


 






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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 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


 






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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 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


 






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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 (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.


 






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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 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


 






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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 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


 






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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, (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


 






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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 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.


 






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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]


 


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


 






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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 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,


 






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opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 


(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 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;


 






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(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;


 


(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


 






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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 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


 






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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, 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, 


 






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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 is rated at least (A) “BBB” by S&P, (B)
“A” by Fitch (or short term debt rating of “F1” by Fitch) and, (C) if rated by KBRA,
“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 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 the Grantor Trust 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 and/or the Grantor Trust, as applicable, 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


 






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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 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


 






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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). 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 2021-PF1 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1
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


 






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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 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


 






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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 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.


 






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(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 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


 






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bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


 


(vi)      No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement;


 


(vii)     No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not 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


 






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Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion
Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)        The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and
by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or
any of its assets;


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, 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


 






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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.


 


[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


 






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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
and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class X-D, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero, the voluntary exchange by
the Sole Certificateholder of all the outstanding Certificates (other than the Class Z and Class R Certificates) for the
remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding
paragraph; provided, however, that in no event shall the trust created hereby continue beyond the expiration of
twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James’s, living on the date hereof. 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 and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D and Class E 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
Z 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 Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (iii) of the first paragraph of 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 Z and Class R Certificates) for all of the Mortgage Loans and
the


 






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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 and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution
on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the
above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the
related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class Z 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 to have purchased the assets of
the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus
accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The 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


 






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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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) 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 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


 






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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
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 so presented, (ii) to Holders of the
Class Z Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii)
any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR
Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC
Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier
Regular Interests and the Class LR Interest in accordance with 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).


 


The Westchester Loan
REMIC shall terminate as described above or as otherwise described in the Westchester Loan 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


 






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(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 Westchester
Loan REMIC Regular Interest, 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 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 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
and the Class UR Interest and (ii) in the Lower-Tier REMIC, the Lower-Tier Regular Interests and the Class LR 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
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC, in each
case within the meaning of Code Section 860G(a)(9).


 


(c)       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


 






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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.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor. 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.


 


(e)       The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service, in respect of each
Trust REMIC, Form 8811, within thirty (30) days after the Closing Date.


 


(f)        The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate
Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC
Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is
in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the
Certificate Administrator or the Trustee) to the effect that the contemplated


 






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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.


 


(g)       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(g); provided that with respect to the estimated amount
of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the Code or any similar
tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for the payment
of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate Administrator in
writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such
taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC
(but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than
as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized
to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited transaction”
under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject
to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions
tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”)
is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain
an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute
such retained amounts, (x) in the case of the Westchester Loan REMIC Regular Interest, to the Lower-Tier REMIC to the extent they
are fully reimbursed for any Realized Losses arising therefrom, (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. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be
responsible for any taxes imposed on any Trust


 






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REMIC except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


 


(h)       The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust
REMIC unless the Certificate Administrator and the Trustee 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.


 


(j)        Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than Qualified
Mortgages.


 


(k)       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 or Notional Amount of each Class of Regular 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 the Westchester
Loan REMIC Regular Interest is the date set forth in the related Loan REMIC Declaration (the Maturity Date of the related Mortgage
Loan).


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX 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.


 


(m)      The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor
provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section


 






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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 Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 






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(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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1, and any Other
Securitization subject to Regulation AB, each of the Master Servicer,


 






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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


 






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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


 






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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


 






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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


 






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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


 






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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


 






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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


 






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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 2022, 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 utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


(B)       if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, 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;


 






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(iii)      (A)
the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)       if
any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


 


(iv)      a
certification in the form 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 2022, (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


 






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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 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.


 






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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 2022, 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


 






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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


 






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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


 






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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. On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form
15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, 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 2022, deliver to the Trustee,
the Certificate


 






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Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s
Certificate 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


 






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Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use
its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged
by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide,
an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such
Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party
that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth
in this Section 11.09.


 


Section 11.10 Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year, commencing
in March 2022, 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


 






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be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
Reporting Servicer.


 


Each such report
shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the
Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit 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


 






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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 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
2022, 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


 






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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 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


 






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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 of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


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 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


 






    -416-


     


    

 


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 (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


 






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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 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


 






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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 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


 






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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).


 


(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


 






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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 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.


 






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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.


 


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


 






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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 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]


 






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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 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


 






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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 4.08, 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;


 


(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;


 






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(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.


 


(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


 






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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 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


 






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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 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.


 






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(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 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


 






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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 0.00038% 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) $17,750 multiplied by the number of subject loans, plus (ii) $1,775 per Mortgaged Property relating
to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,300 per Mortgaged Property relating to
a Subject Loan subject to a ground lease, plus (iv) $1,275 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 (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.


 






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(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. 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.


 


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


 






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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 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


 






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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 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


 






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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]


 


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


 






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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 or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust;
provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the
interests of any Certificateholder, 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 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;


 






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(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 or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and 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 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:


 






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(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 or any Grantor Trust to fail to qualify as
a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provisions 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,


 






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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.


 


(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


 






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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 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,


 






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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 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


 






    -440-


     


    

 


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:


 






    -441-


     


    

 


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, 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


 






    -442-


     


    

 


In the case of the Directing
Certificateholder:



3650 Real Estate Investment Trust 1 LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel

E-mail: compliance@3650REIT.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – (CMBS)

3650R 2021-PF1


 


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:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) 3650R 2021-PF1


 


with a copy to:



riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – 3650R 2021-PF1

E-mail: CMBScustody@wellsfargo.com


 






    -443-


     


    

 


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – 3650R 2021-PF1


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


 






    -444-


     


    

 


		(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



 


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 2021-PF1-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.


 






    -445-


     


    

 


(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


 


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.


 






    -446-


     


    

 


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.


 


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


 






    -447-


     


    

 


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;


 


(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;


 






    -448-


     


    

 


(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 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]


 




    -449-


     


    

 


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



 





	 	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


 





	 	3650 REIT LOAN SERVICING LLC,

Special Servicer
	 	 	 
	 	By:	/s/ Tobin Cobb
			Name: Tobin Cobb
                                         
	 	 	Title: Managing Partner


 






     


     


    

 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE
                                         TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	/s/ Amy Mofsenson
			Name: Amy Mofsenson
	 	 	Title: Vice President


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         Trustee
	 	 	 
	 	By:	COMPUTERSHARE
                                         TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	/s/ Amy Mofsenson
			Name: Amy Mofsenson
	 	 	Title: Vice President


  


	 	PARK
                                         BRIDGE LENDER SERVICES LLC,

                                         Operating Advisor and Asset Representations Reviewer
	 	 	 
	 	By:	Park
                                         Bridge Advisors LLC

                                         Its Sole Member
	 	 	 
	 	By:	Park
                                         Bridge Financial LLC

                                         Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
			Name: Robert J. Spinna, Jr.
	 	 	Title: Managing Member 





 






     


     


    

 





EXHIBIT
A-1


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-1


 


	Pass-Through Rate:  1.122%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $26,952,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as


 






    A-1-2 


     


    

 


Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-1-4 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-1-5 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-1-6 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-1-7 


     


    

 


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 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


 






    A-1-8 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-1-9 


     


    

 


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-1-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



  


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    A-1-11 


     


    

 


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-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-1-12 


     


    

 


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-1-13 


     


    

 


EXHIBIT
A-2


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-2-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-3


 


	Pass-Through Rate:  1.995%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $141,041,000	 
	 	 


	
        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-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by


 






    A-2-2 


     


    

 


and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-2-4 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-2-5 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-2-6 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-2-7 


     


    

 


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 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


 






    A-2-8 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-2-9 


     


    

 


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-2-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    A-2-11 


     


    

 


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-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-2-12 


     


    

 


 


 


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-2-13 


     


    

 


EXHIBIT
A-3


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-3-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-4


 


	Pass-Through Rate:  2.253%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $ 125,000,000	 
	 	 


	
        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-3, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by


 






    A-3-2 


     


    

 


and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-3-3 


     


    

 


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-3-4 


     


    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-3-5 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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



 






    A-3-6 


     


    

 


assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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-3-7 


     


    




 


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-3-8 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
pursuant to the terms of the Pooling and Servicing Agreement.


 






    A-3-9 


     


    

 


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-3-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    A-3-11 


     


    

 


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-3-12 


     


    




 


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-3-13 


     


    

 


EXHIBIT
A-4


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-4-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-5


 


	Pass-Through Rate:  2.522%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $ 327,298,000	 
	 	 


	
        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-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by


 






    A-4-2 


     


    

 


and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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



 






    A-4-6 


     


    

 


assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	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-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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-5-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-SB


 


	Pass-Through Rate:  2.372%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $22,719,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by


 






    A-5-2 


     


    

 


and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-5-3 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-5-4 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-5-7 


     


    

 


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 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


 






    A-5-8 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-5-9 


     


    

 


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-SB Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	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-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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-A


 


[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.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-3,
CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL. 


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 




    A-6-1 


     


    

 


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-6-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-A


 


	Pass-Through Rate:  Variable IO	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $691,236,000	 
	 	 


	
        CUSIP: [__]

         

        ISIN: [__]
	
        Initial Notional Amount of this
Certificate: 

        $[__] 

	 	 
	No.:  [X-A-1][X-A-2][X-A-3]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A 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 X-B, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z Certificates
(together with the Class X-A 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-6-3 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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 interest then distributable, if any, allocable to the Class X-A Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. 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 X-A 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-6-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-6-5 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-6-6 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-6-7 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-6-8 


     


    

 


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 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


 






    A-6-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-6-10 


     


    

 


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-6-11 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    A-6-12 


     


    

 


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 X-A 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 X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


 





	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number







    A-6-13 


     


    

 


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-6-14 


     


    

 


EXHIBIT
A-7


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-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.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS B AND
CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
                                         Certificate legend.



 






    A-7-1 


     


    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    A-7-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-B


 


	Pass-Through Rate:  Variable IO	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $90,710,000	 
	 	 


	
        CUSIP: [__]

         

        ISIN: [__] 
	
        Initial Notional Amount of this Certificate:

         

        $[__] 

	 	 
	No.:  [X-B-1][X-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 X-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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-D, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z Certificates
(together with the Class X-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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-7-3 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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 interest then distributable, if any, allocable to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. 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 X-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.


 






    A-7-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-7-5 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-7-6 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-7-7 


     


    

 


 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-7-8 


     


    

 


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 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


 






    A-7-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-7-10 


     


    

 


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-7-11 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 




    A-7-12 


     


    

 


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 X-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 X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


 





	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-7-13 


     


    

 


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-7-14 


     


    

 


EXHIBIT
A-8


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[THIS CERTIFICATE 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.]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	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Temporary
                                         Regulation S Global Certificate legend.



 


		3	Global
                                         Certificate legend.



 






    A-8-1 


     


    

 


INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D AND CLASS
E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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-8-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS X-D


 


	Pass-Through Rate:  Variable IO	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $40,648,000	 
	 	 


	
        CUSIP: [__]

         

        ISIN: [__] 
	
        Initial Notional Amount of this Certificate:

         

        $[__] 

	 	 
	No.:  [X-D-1][X-D-S-1][X-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 X-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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z Certificates
(together with the Class X-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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-8-3 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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 interest then distributable, if any, allocable to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. 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 X-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.


 






    A-8-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-8-5 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-8-6 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-8-7 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-8-8 


     


    

 


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 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


 






    A-8-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-8-10 


     


    

 


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-8-11 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


  


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    A-8-12 


     


    

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 X-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 X-D Certificate of the entire Percentage Interest represented by the within Class
X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


 





	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-8-13 


     


    

 


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-8-14 


     


    






 


EXHIBIT
A-9


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-9-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS A-S


 


	Pass-Through Rate: 2.778%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $48,226,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class B,
Class C, Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as 


 






    A-9-2 


     


    

 


Trustee, Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-9-3 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-9-4 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-9-5 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-9-6 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-9-7 


     


    

 


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 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


 






    A-9-8 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-9-9 


     


    

 


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 A-S Certificate to be duly executed.


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                      
	 	Name:
	 	Title:





 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-10-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS B


 


	Pass-Through Rate:  2.717%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $43,633,000	 
	 	 
	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class C,
Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations


 






    A-10-2 


     


    

 


Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-10-3 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to the extent of
the Trust’s interest therein); (x) the rights and remedies of the Depositor under each


 






    A-10-4 


     


    

 


Mortgage Loan Purchase Agreement (to
the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-10-5 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-10-6 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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-10-7 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    A-10-8 


     


    

 


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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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(solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of the
Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be excluded
from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance
of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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


 






    A-10-9 


     


    

 


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 B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                  
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS C


 


[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-11-1 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS C


 


	Pass-Through Rate:  3.213%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $47,077,000	 
	 	 
	
        CUSIP: [__]

         

        ISIN: [__] 
	Initial Certificate Balance of this Certificate: $[__] 
	 	 
	No.:  [C-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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B,
Class D, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations


 






    A-11-2 


     


    

 


Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-11-3 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to the extent of
the Trust’s interest therein); (x) the rights and remedies of the Depositor under each


 






    A-11-4 


     


    

 


Mortgage Loan Purchase Agreement (to
the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-11-5 


     


    

 


 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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-11-6 


     


    

 


 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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-11-7 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    A-11-8 


     


    

 


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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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


 






    A-11-9 


     


    

 


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 C Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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-12-1 


     


    

 


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-12-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS D


 


	Pass-Through Rate:  2.25%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $29,854,000	 
	 	 
	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class E, Class F-RR, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations


 






    A-12-3 


     


    

 


Reviewer, and Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-12-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (ix) any Environmental Indemnity Agreements (to the extent of
the Trust’s interest therein); (x) the rights and remedies of the Depositor under each


 






    A-12-5 


     


    

 


Mortgage Loan Purchase Agreement (to
the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-12-6 


     


    




 


 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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-12-7 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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-12-8 


     


    

 


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
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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    A-12-9 


     


    

 


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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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


 






    A-12-10 


     


    

 


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 D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                     
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 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-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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE 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-13-1 


     


    

 


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-13-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS E


 


	Pass-Through Rate:  2.25%	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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 Certificates:  $10,794,000	 
	 	 


	
        CUSIP: [__]

         

        ISIN: [__] 
	Initial Certificate Balance of this Certificate: $[__]
	 	 
	
        No.: [E-1][E-S-1][E-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 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 X-A, Class X-B, Class X-D, 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 Z Certificates
(together with the Class E 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-13-3 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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 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 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-13-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-13-5 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-13-6 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-13-7 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-13-8 


     


    

 


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 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


 






    A-13-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-13-10 


     


    

 


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 E Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:       COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                        
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 E 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 Certificate of the entire Percentage Interest represented by the within Class
E Certificates to the above-named Assignee(s) and to deliver such Class E 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 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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.]1


 


[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.]2


 


[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.]3


 


[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


 





 



 


		1	HRR Certificate legend.



 


		2	Temporary Regulation S Global
Certificate legend.



 


		3	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-14-1 


     


    

 


THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


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.


 





 



 


		4	Global Certificate legend.



 




    A-14-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS F-RR


 


	Pass-Through Rate: WAC	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $14,468,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class D, Class E, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-14-3 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-14-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-14-5 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-14-6 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-14-7 


     


    

 


 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-14-8 


     


    

 


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 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


 






    A-14-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-14-10 


     


    

 


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 F-RR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                                 
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	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 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-14-13 


     


    

 


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-14-14 


     


    

 


EXHIBIT
A-15


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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.]1


 


[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.]2


 


[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.]3


 


[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


 





 



 


1
HRR Certificate legend.


 


2
Temporary Regulation S Global Certificate legend.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-15-1 


     


    

 


THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


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


 





 



 


		4	Global
                                         Certificate legend.



 






    A-15-2 


     


    

 


“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 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-15-3 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS G-RR


 


	Pass-Through Rate: WAC	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $26,409,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-15-4 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-15-5 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-15-6 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-15-7 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-15-8 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-15-9 


     


    

 


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 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


 






    A-15-10 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-15-11 


     


    

 


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-15-12 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                            
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                                  
	 	Name:
	 	Title:


 




    A-15-13 


     


    

 


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-15-14 


     


    

 


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-15-15 


     


    

 


EXHIBIT
A-16


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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.]1


 


[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.]2


 


[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.]3


 


[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


 





 



 


		1	HRR Certificate legend.



 


		2	Temporary Regulation S Global
Certificate legend.



 


		3	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-16-1 


     


    

 


THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


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


 





 



 


		4	Global Certificate legend.



 






    A-16-2 


     


    

 


“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 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-16-3 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS J-RR


 


	Pass-Through Rate: WAC	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $11,482,000	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class D, Class E, Class G-RR, Class J-RR, Class NR-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-16-4 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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-16-5 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-16-6 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-16-7 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-16-8 


     


    

 


 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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-16-9 


     


    

 


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 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


 






    A-16-10 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-16-11 


     


    

 


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-16-12 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J-RR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                
	 	Name:
	 	Title:


  


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class J-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                       
	 	Name:
	 	Title:


  




    A-16-13 


     


    

 


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





 




    A-16-14 


     


    

 


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-16-15 


     


    

 


EXHIBIT
A-17


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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.]1


 


[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.]2


 


[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.]3


 


[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


 





 



 


		1	HRR Certificate legend.



 


		2	Temporary Regulation S Global
Certificate legend.



 


		3	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    A-17-1 


     


    

 


THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


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


 





 



 


		4	Global Certificate legend.



 






    A-17-2 


     


    

 





“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 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-17-3 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS NR-RR


 


	Pass-Through Rate: WAC	 
	 	 
	First Distribution Date: December 17, 2021	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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:  $43,633,611	 
	 	 


	
        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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class D, Class E, Class F-RR, Class J-RR, Class G-RR, Class R and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,


 






    A-17-4 


     


    

 


National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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 2021 (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.


 






    A-17-5 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO


 






    A-17-6 


     


    

 


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 Westchester Loan REMIC Regular Interest;
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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-17-7 


     


    

 


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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-17-8 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-17-9 


     


    

 


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 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


 






    A-17-10 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-17-11 


     


    

 


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-17-12 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR-RR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                       
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class NR-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                              
	 	Name:
	 	Title:


 




    A-17-13 


     


    

 


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-17-14 


     


    

 


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-17-15 


     


    

 


EXHIBIT
A-18


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, 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 TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH


 






    A-18-1 


     


    

 


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. 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-18-2 


     


    

 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS R


 


	Percentage Interest:  [__]%	 
	 	 
	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class
A-S, Class B, Class C, Class D, Class E, Class F-RR, Class J-RR, Class G-RR, Class NR-RR and Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. To the extent not defined


 






    A-18-3 


     


    

 


herein, capitalized 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 2021 (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-18-4 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (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 Westchester Loan REMIC Regular Interest;
and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral


 






    A-18-5 


     


    

 


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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-18-6 


     


    

 


 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 or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-18-7 


     


    

 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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


 






    A-18-8 


     


    

 


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 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


 






    A-18-9 


     


    

 


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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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 may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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.


 






    A-18-10 


     


    

 


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-18-11 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                          
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                      
	 	Name:
	 	Title:


 




    A-18-12 


     


    

 


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 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-18-13 


     


    

 


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-18-14 


     


    

 


EXHIBIT
A-19


 


3650R 2021-PF1
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS Z


 


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
AN UNDIVIDED beneficial INTEREST IN A PORTION OF THE GRANTOR TRUST.


 






    A-19-1 


     


    

 


3650R
2021-PF1 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2021-PF1, CLASS Z


 


	Percentage Interest: [__]%	 
	 	 
	Cut-off Date:  With respect to each Mortgage Loan, the Due Date in November 2021 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date after November 2021, the date that would have been its Due Date in November 2021 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 	 


	
        CUSIP: [__]


         
	 
	
        ISIN: [__]


         
	 
	No.:  [Z-1][Z-S-1][Z-2]	 


 


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 Z 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 X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class NR-RR and Class R
Certificates (together with the Class Z 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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and among 3650 REIT Commercial Mortgage Securities II LLC, as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations


 






    A-19-2 


     


    

 


Reviewer, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, and 3650 REIT Loan Servicing LLC, as Special Servicer. 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
an undivided beneficial interest in the Excess Interest and the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
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 2021 (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 Z 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 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


 






    A-19-3 


     


    

 


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 Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s
interest in such REO Account), including any reinvestment income; (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 Westchester Loan REMIC Regular Interest;
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).


 






    A-19-4 


     


    

 


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 Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, 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-19-5 


     


    

 


 such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder, 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-19-6 


     


    




 


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 or the status of the Grantor Trust as a grantor trust under the relevant provisions of the
Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and 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-19-7 


     


    

 


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
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 or any Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any 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-19-8 


     


    

 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, 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, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, 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 (solely for the purposes of this calculation, if a Mortgage Loan with an Anticipated Repayment Date is still an asset of
the Trust and such right is being exercised after its respective Anticipated Repayment Date, then any such Mortgage Loan will be
excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal
Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E 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 Z 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, to exchange all of its Certificates
(other than the Class Z and Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund
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-19-9 


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class Z Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                  
	 	Name:
	 	Title:


 


Dated: November 18, 2021


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 18, 2021


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:      COMPUTERSHARE TRUST COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                                 
	 	Name:
	 	Title:


 




    A-19-10 


     


    

 


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 Z 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 Z Certificate of the entire Percentage Interest represented by the within Class
Z Certificates to the above-named Assignee(s) and to deliver such Class Z Certificate to the following address:


 


Date: _________________


 





	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number


 




    A-19-11 


     


    

 


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-19-12 


     


    

 


EXHIBIT B


 


MORTGAGE
LOAN SCHEDULE


 






    B-1 


     


    

 


 


	3650R 2021-PF1 Mortgage Loan Schedule 
	 


 


	Loan Number	Footnotes	Property Name	Address	City	State	Zip Code	Cut-Off Date Balance ($)	Flood Zone	Mortgage Rate	Remaining Term To Maturity/ARD (Mos.)	Maturity Date/ARD	Remaining Amortization Term (Mos.)	Master Servicing Fee Rate (%)	Primary Servicing Fee Rate (%)	Sub-Servicing  Fee Rate (%)	Non-Serviced Pari Passu 

Whole Loan Primary 

Servicing Fee Rate (%)	Mortgage Loan Seller	Crossed With Other Loans	ARD (Yes/No)	ARD Mortgage Loan Final Maturity Date	ARD Revised Rate	Serviced Companion Loan Flag	Serviced Companion Loan Cut-off Date Balance	Serviced Companion Loan Interest Rate	Serviced Companion Loan Remaining Term to Maturity/ARD (Mos.)	Serviced Companion Loan Maturity Date/ARD	Serviced Companion Loan Remaining Amortization Term (Mos.)
	1	 	CX - 350 & 450 Water Street	350 and 450 Water Street	Cambridge	Massachusetts	02141	77,900,000	No	2.79200%	120	11/6/2031	0	0.00125%	0.00000%	NAP	0.00600%	3650 Real Estate Investment Trust 2 LLC, GACC	No	Yes	11/6/2036	 	Yes	736,100,000	2.79200%	120	120	0
	2	 	50 Horseblock	50 Horseblock Road	Brookhaven	New York	11719	59,000,000	No	3.20000%	115	6/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	3	 	Rox San 	465 North Roxbury Drive	Beverly Hills	California	90210	52,000,000	No	3.29650%	80	7/5/2028	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	4	 	520 Almanor	520-522 Almanor Avenue	Sunnyvale	California	94085	50,000,000	No	2.55500%	120	11/6/2031	0	0.00125%	0.00000%	NAP	0.00125%	GACC	No	Yes	6/6/2034	fixed rate equal to the greater of (i) 5.05500% or (ii) 

the sum of (x) the 10-year swap rate plus (y) 3.38000%	Yes	51,600,000	2.55500%	120	120	0
	5	 	Plaza La Cienega	1801-1845 La Cienega Boulevard	Los Angeles	California	90035	50,000,000	No	3.49000%	119	10/6/2031	0	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	NAP	 	Yes	40,000,000	3.49000%	119	119	0
	6	 	Huntsville Office Portfolio	Various	Huntsville	Alabama	Various	49,768,999	 	3.41000%	117	8/6/2031	357	0.00125%	0.00125%	NAP	NAP	CREFI, GACC	No	No	NAP	 	Yes	29,861,399	3.41000%	117	117	357
	6.01	 	Research Place	5000 Bradford Boulevard Northwest	Huntsville	Alabama	35805	12,383,771	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.02	 	Research Park Office Center	7037-7067 Madison Pike Northwest	Huntsville	Alabama	35806	10,504,369	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.03	 	Regions Center	200 Clinton Avenue West	Huntsville	Alabama	35801	9,693,135	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.04	 	301 Voyager Way	301 Voyager Way Northwest	Huntsville	Alabama	35806	7,323,508	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.05	 	Intuitive Center I & II	5030 Bradford Boulevard Northwest	Huntsville	Alabama	35805	5,465,880	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.06	 	Lakeside Center I & II	620 Discovery Drive Northwest	Huntsville	Alabama	35806	4,398,335	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	Venice Crossroads	8985 Venice Boulevard	Los Angeles	California	90034	45,100,000	No	2.95000%	116	7/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	8	 	The Westchester	125 Westchester Avenue	White Plains	New York	10601	45,000,000	No	3.25000%	99	2/1/2030	0	0.00125%	0.00000%	NAP	0.00125%	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	Yes	298,000,000	3.25000%	99	99	0
	9	 	Marina Pacifica	6290 East Pacific Coast Highway	Long Beach	California	90803	33,104,772	No	3.80000%	85	12/5/2028	119	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	10	 	Patewood Corporate Center	10 & 30 Patewood Drive and 50 & 80 International Drive	Greenville	South Carolina	29615	30,000,000	No	4.13000%	79	6/5/2028	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	11	 	Tanglewood Apartments	1300 Tanglewood Drive	Westwego	Louisiana	70094	30,000,000	Yes - AE	3.83000%	120	11/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	12	 	Axis Apartments and Lofts	1850 Merchant Lane and 2581 McMenamin Street	Hampton	Virginia	23666	27,000,000	No	3.85000%	120	11/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	13	 	Shops of Wisconsin	6831 Wisconsin Avenue	Bethesda	Maryland	20815	26,750,000	No	3.41000%	116	7/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	14	 	2 Washington	2 Washington Street - Unit 3A	New York	New York	10004	26,500,000	Yes - AE	3.45000%	117	8/6/2031	0	0.00125%	0.00000%	NAP	0.00125%	GACC	No	No	NAP	 	Yes	105,000,000	3.45000%	117	117	0
	15	 	One SoHo Square	161 Avenue of the Americas and 233 Spring Street	New York	New York	10013	25,176,796	No	2.72466879%	81	8/6/2028	0	0.00125%	0.00000%	NAP	0.00625%	GACC	No	No	NAP	 	Yes	444,823,204	2.72466879%	81	81	0
	16	 	Icon One Daytona	1820 Legends Lane	Daytona Beach	Florida	32114	25,000,000	No	3.77000%	118	9/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	17	 	PetSmart HQ	19601 North 27th Avenue	Phoenix	Arizona	85027	23,000,000	No	4.28000%	77	4/5/2028	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	18	 	747 Amsterdam Avenue	747 Amsterdam Avenue	New York	New York	10025	21,000,000	No	3.15000%	117	8/6/2031	0	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	NAP	 	 	 	 	 	 	 
	19	 	93 East Apartments	2565 Shallowford Road Northeast	Atlanta	Georgia	30345	21,000,000	Yes - AE	4.20000%	115	6/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	20	 	Cabelas	8650 Boomtown Garson Road	Verdi	Nevada	89439	20,000,000	No	4.40000%	120	11/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	Yes	4/5/2044	 	 	 	 	 	 	 
	21	 	CAL OES Portfolio	600 & 650 North 5th Street and 601 Sequoia Pacific Boulevard	Sacramento	California	95811	19,665,000	No	3.53000%	119	10/6/2031	360	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	NAP	 	 	 	 	 	 	 
	22	 	Falls of West Oaks 	4034 South Texas 6	Houston	Texas	77082	19,500,000	Yes - AE	3.80000%	115	6/5/2031	360	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	23	 	Farrell Hampton Portfolio	Various 	Various	New York	Various	17,675,000	 	3.66000%	120	11/6/2031	360	0.00125%	0.00125%	NAP	NAP	GACC	No	No	NAP	 	 	 	 	 	 	 
	23.01	 	4, 6, 10 Sherrill Fosters Path	4, 6 & 10 Sherrill Foster's Path	East Hampton	New York	11937	10,225,000	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	Farrell Medical Plaza - 6144 Rt 25A	6144 Route 25A	Wading River	New York	11792	5,040,000	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	97 North Sea Road	97 North Sea Road	Southampton	New York	11968	2,410,000	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	Centene	1700 North University Drive	Plantation	Florida	33322	15,600,000	Yes - AH	3.41500%	114	5/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	25	 	Reside Market Street	426 North Market Street and 627 & 608 Market Street	Wilmington	Delaware	19801	14,120,036	No	3.84500%	116	7/5/2031	356	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	26	 	477 Rodeo	9501 Santa Monica Drive	Beverly Hills	California	90210	14,000,000	No	3.01000%	118	9/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	27	 	Carrington Court Apartments	2225 South 34th Street and 3383 Primrose Court	Grand Forks	North Dakota	58201	10,901,009	No	3.57000%	114	5/5/2031	354	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	28	 	Villa Adora	10534 Beechnut Street	Houston 	Texas	77072	10,500,000	Yes - AE	3.29000%	119	10/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	29	 	Temecula Creek Plaza	31021-31165 Temecula Parkway	Temecula	California	92592	10,325,000	Yes - AE	3.48000%	120	11/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	30	 	Times Square Apartments	3001 36th Avenue South	Grand Forks	North Dakota	58201	10,200,000	No	3.73000%	116	7/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	31	 	2400 Hudson	2400 Hudson Terrace	Fort Lee	New Jersey	07024	10,000,000	No	3.00500%	120	11/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	32	 	Echo-Westlake Multi	226 North Lake Street	Los Angeles	California	90026	9,500,000	No	3.34000%	119	10/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	33	 	Jupiter Park Self Storage	1125 Jupiter Park Drive	Jupiter	Florida	33458	8,400,000	No	3.80000%	117	8/6/2031	360	0.00125%	0.00125%	NAP	NAP	CREFI	No	No	NAP	 	 	 	 	 	 	 
	34	 	PeachTree Plaza Apartments 	5349 New Peachtree Road 	Atlanta	Georgia	30341	6,500,000	No	4.00000%	115	6/5/2031	0	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 
	35	 	Northgate	1435 West Talmage Street	Springfield	Missouri	65803	4,400,000	No	4.55000%	115	6/5/2031	360	0.00125%	0.00125%	0.05179%	NAP	3650 Real Estate Investment Trust 2 LLC	No	No	NAP	 	 	 	 	 	 	 


  



    B-2 


     


    


 





EXHIBIT
C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association

as Certificate Registrar 


600 South 4th Street,
7th Floor 


MAC: N9300-070 


Minneapolis, Minnesota 55415 


Attention: Certificate Transfer
Services (CMBS) – 3650R 2021-PF1


 


3650 REIT Commercial Mortgage Securities II LLC 


2977 McFarlane Road, Suite 300 


Miami, Florida 33133 


Attention: General Counsel


 


		Re:	Transfer of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2021-PF1



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1 (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 or Notional Amount, as
applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4 


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600 South 4th Street,
7th Floor 


MAC: N9300-070 


Minneapolis, Minnesota 55415 


Attention: Corporate Transfer
Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of November 1, 2021, by and 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, Wells Fargo Bank, 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” and (ii) “Upper-Tier REMIC”, respectively, relating to the Certificates for which an election
is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a Disqualified Organization (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership
thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified Organization” is


 



    Exhibit D-1-1


     


    




 


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


 


(iii)     the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐       The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)     the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)     the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None of the
above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


     


    

 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__. 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-1-4


     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	NOTARY PUBLIC in and for the
	 	State of _______________






 





	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	________________	 	 
	 	 	 












    Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM OF TRANSFEROR LETTER FOR
TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


600 South 4th Street,
7th Floor 


MAC: N9300-070 


Minneapolis, Minnesota 55415 


Attention: Certificate Transfer
Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2021 (the “Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – 3650R 2021-PF1 


 


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
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of November 1,
                                         2021, by and 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, Wells Fargo Bank, 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 [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 F-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 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 G-RR, Class J-RR or Class NR-RR Certificates
                                         and (b) the acquisition of the Class F-RR, Class G-RR, Class J-RR or Class NR-RR Certificates
                                         will be effected through Citigroup Global Markets Inc., Deutsche Bank Securities 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]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – 3650R 2021-PF1


 


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
                                         2021-PF1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1
                                         (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 [F-RR][G-RR][J-RR][NR-RR]
Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2021 (the
“Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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 F-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 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 G-RR, Class J-RR
                                         or Class NR-RR Certificates and (b) the acquisition and holding of the Class F-RR, Class
                                         G-RR, Class J-RR or Class NR-RR Certificates will be effected through either Citigroup
                                         Global Markets Inc., Deutsche Bank Securities 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 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – 3650R 2021-PF1 


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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 (the “Certificates”)


 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class [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 as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and 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,
Wells Fargo Bank, 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:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055
        10th Ave SE 

        Minneapolis,
        Minnesota 55414 

        Attention:
        Document Custody Group 3650R 2021-PF1 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 2021-PF1 Commercial Mortgage Trust, Commercial
    Mortgage Pass Through Certificates, Series 2021-PF1


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as Trustee (the “Trustee”),
for the Holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1, the
documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of November 1, 2021, by and 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, Wells Fargo Bank, 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:


 


Date:
_________


 






    Exhibit E-2 


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55415 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


3650
REIT Commercial Mortgage Securities II LLC 


2977
McFarlane Road, Suite 300 


Miami,
Florida 33133 


Attention:
General Counsel


 


		Re:	Transfer
                                         of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
                                         Series 2021-PF1



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the 3650R 2021-PF1
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1, Class [G-RR][J-RR][NR-RR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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:


 


Date:
_________ 


 






    Exhibit F-1-2 


     


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and Class Z CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55415 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the 3650R 2021-PF1 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1, Class [R][Z] Certificates (the “Class
[R][Z] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of November 1, 2021 (the
“Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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][Z] 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 “Wells Fargo Bank, National Association,
as Trustee for the registered holders of 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2021-PF1” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS) – 3650R 2021-PF1, 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55415 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 




 



 





*       Select
appropriate depository.



 






    Exhibit I-1 


     


    

 


(1)        the
offer of the Certificates was not made to a person in the United States;


 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1 


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55415 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning
of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and


 





 



 





*       Select
appropriate depository.



 






    Exhibit K-1 


     


    

 


 in accordance with any applicable securities
laws of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 








 



 





*       Select
appropriate depository.



 






    Exhibit M-1 


     


    

 


[(2)       at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1 


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 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)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC:
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Certificate Transfer Services (CMBS) – 3650R 2021-PF1


 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    Exhibit O-1 


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 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]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

E-mail: trustadministrationgroup@wellsfargo.com;

              cts.cmbs.bond.admin@wellsfargo.com





 


		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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 assisting it in making an evaluation in connection with purchasing the related Certificates,
from its


 






    Exhibit P-1A-1 


     


    

 


accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and
such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by
its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.        The
undersigned shall be fully liable for any breach of the 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]





	Wells Fargo
    Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

    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 2021-PF1—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
2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1 


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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-1B-1 


     


    

 


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.


 


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


 






    Exhibit P-1B-2 


     


    

 


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]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

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
2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1 


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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]





	Wells
                           Fargo Bank, National Association

                           9062 Old Annapolis Road
 Columbia,
                           Maryland 21045
 Attention: Corporate Trust Services (CMBS) 3650R
                           2021-PF1
 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:

	 	 	 
	Park
        Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        3650R 2021-PF1—Surveillance Manger 

        with
        a copy sent contemporaneously via e-mail 

        to: cmbs.notices@parkbridgefinancial.com
	 	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:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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].


 


2.        The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    Exhibit P-1D-1 


     


    

 


[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 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


 






    Exhibit P-1D-2 


     


    

 


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:
_______


 


cc:
3650 REIT Commercial Mortgage Securities II LLC


 






    Exhibit P-1D-3 


     


    

 


EXHIBIT
P-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 





	Wells Fargo
    Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

    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 2021-PF1—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
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE 3650R
2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1 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

                            Wells Fargo Bank, National Association

                            9062 Old Annapolis Road

                            Columbia, Maryland 21045

                            Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

                            Telecopy Number: (410) 715-2380

                            trustadministrationgroup@wellsfargo.com;

                            cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        Attention 3650R 2021-PF1 Commercial Mortgage Securities Trust

         



		Re:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1



 


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 2021-PF1 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.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 


	 	 





Name:

Title:


 






    Exhibit P-1F-3 


     


    

 


EXHIBIT
P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 





	Wells Fargo Bank, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

    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:

	 	 	 
	Park
        Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        3650R 2021-PF1—Surveillance Manger 

        with
        a copy sent contemporaneously via e-mail 

        to: cmbs.notices@parkbridgefinancial.com
	 	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:	3650R
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1



 


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]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road 


Columbia,
Maryland 21045


 





		Attention:	Corporate
                                         Trust Services (CMBS) 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass
                                         Through Certificates, Series 2021-PF1  





 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2021 (the “Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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 Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the
status thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or is independently developed by the NRSRO without reference to any
                                         Confidential Information.



 


Information
to Be Held in Confidence.


 






    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


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road 


Columbia,
Maryland 21045


 


		Attention:	Corporate
                                         Trust Services (CMBS) 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass
                                         Through Certificates, Series 2021-PF1 



 


This
Certification has been prepared for provision of information to the market data providers


listed
in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a


Market
Data Provider not listed herein and would like access to the information, please contact


CTSLink
at 866-846-4526, or at ctslink.customerservice@wellsfargo.com. 


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2021 (the “Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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
                                         2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2021-PF1 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 






    Exhibit Q-1-1 


     


    

 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

    as Custodian
	 	 
	 	By:
    COMPUTERSHARE TRUST  COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By: 	                       
	 	Name:
	 	Title:


 






    Exhibit Q-1-2 


     


    

 


SCHEDULE
A


 


[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]


 


[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]


 


[GACC 


German
American Capital Corporation 


1
Columbus Circle 


New
York, New York 10019 


Attention:
Lainie Kaye 


 






    Exhibit Q-1-3 


     


    

 


with
copies via email to:


 


 cmbs.requests@db.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




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




 






    Exhibit Q-1-4 


     


    

 


3650
REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045 


Attention:
Corporate Trust Services – (CMBS) 3650R 2021-PF1


 






    Exhibit Q-1-5 


     


    

 


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


 


Wells
Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in
such capacity, the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National
Association (the “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 as of November 1, 2021 (the
“Agreement”) by and 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, Wells Fargo
Bank, 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 Wells Fargo Bank, 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 Wells Fargo Bank, 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 Wells Fargo Bank, National Association, as
Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not limited to the substitution
of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices
of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing


 






    Exhibit R-1 1 


     


    

 


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 Wells
Fargo Bank, National Association, as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation
to defend Wells Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination, cancellation,
rescission and settlement.


 


3.
    Transact business of any kind regarding the Loans and the Mortgaged Properties.


 


4.
    Obtain an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National
Association, Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and
to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.
    Execute, complete, indorse or file bonds, notes, 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 Wells Fargo Bank, National Association,
as Trustee.


 


6.
    Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable
to the undersigned and draw upon, replace, substitute, release or amend letters of credit as property securing the 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”).


 


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


 






    Exhibit R-1 2 


     


    

 


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 Wells Fargo Bank, National Association, as Trustee, and its directors, officers,
employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse
of this Limited Power of Attorney by the 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 Wells Fargo Bank, National Association, as Trustee
under the Agreement.


 


IN
WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in
its name and behalf by a duly elected and authorized signatory this [__] day of [__________].


 





	 	Wells
    Fargo Bank, National Association, as Trustee,
    for the 3650R 2021-PF1 Commercial Mortgage Trust
	 	 
	 	By:
    COMPUTERSHARE TRUST  COMPANY,  N.A., as attorney-in-fact
	 	 	 
	 	By:	                  
	 	Name:
	 	Title:


 






    Exhibit R-1 3 


     


    

 


		Address:	Wells
                                         Fargo Bank, 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”), Wells Fargo Bank, 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 as of November 1, 2021 (the “PSA”), pertaining to a securitization trust formed for the benefit
of the registered holders of 3650R 2021-PF1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 (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 take such actions as it deems necessary to
comply with its servicing, administrative and management duties under and in accordance with the PSA.


 






    Exhibit R-2-1 


     


    

 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 


Wells
Fargo Bank, 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 thereunder; (ix) to enter into lease subordination
agreements, non-disturbance and


 






    Exhibit R-2-2 


     


    

 


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, 2021.


 





	 	Wells
    Fargo Bank, National Association, as Trustee,
    for the 3650R 2021-PF1 Commercial Mortgage Trust
	 	 
	 	By:
    COMPUTERSHARE TRUST  COMPANY, N.A., as attorney-in-fact
	 	 	 
	 	By:	                        
	 	Name:
	 	Title:


 






    Exhibit R-2-4 


     


    

 


		Address:	Wells
                                         Fargo Bank, 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
	Plaza La Cienega	
        Note A-2


         

        Wells Fargo Bank, National Association, as Trustee, for the
        benefit of the registered holders of Benchmark 2021-B30 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B30
        care of 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-3


         

        Citi Real Estate Funding Inc.


        388 Greenwich Street, 6th Floor


        New York, New York 10013


        Attention: Richard Simpson


        Facsimile number: (646) 328-2943


         

        with an electronic copy emailed to: richard.simpson@citi.com

         


        with copies to:



        



 



    Exhibit S-1


     


    

 


	 	Citi Real Estate Funding Inc.


        390 Greenwich Street, 5th Floor


        New York, New York 10013


        Attention: Raul Orozco


        Facsimile number: (347) 394-0898


         

        with an electronic copy emailed to: raul.d.orozco@citi.com

         


        and

         


        Citi Real Estate Funding Inc.


        388 Greenwich Street, 17th Floor


        New York, New York 10013


        Attention: Ryan M. O’Connor


        Facsimile number: (646) 862-8988


         

        with an electronic copy emailed to: ryan.m.oconnor@citi.com

         

	Huntsville Office Portfolio	
        Note A-1-2 and Note A-2-1


         

        Wells Fargo Bank, National Association, as Trustee, for the
        benefit of the registered holders of Benchmark 2021-B28 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B28
        care of 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



        



 



    Exhibit S-2


     


    

 


	 	Email: kenda.tomes@stinson.com

                                                                                                                          

	Patewood Corporate Center	
        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


        New York, New York 10281


        Attention: Greg Prindle


        Email: gregory.prindle@cwt.com

         

        
	Icon One Daytona	
        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


        New York, New York 10281


        Attention: Greg Prindle


        Email: gregory.prindle@cwt.com

         

        
	PetSmart HQ	
        Note A-2 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



        



 



    Exhibit S-3


     


    

 


	 	 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

         

	Centene	
        Note A-2 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

        




    Exhibit S-4


     


    

EXHIBIT
T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


 


[Date]


 


[NON-SERVICED MORTGAGE LOAN PARTIES]





[ADDRESSES]


 


VIA FACSIMILE


 


		Re:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1



 


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, 2021 (the “3650R 2021-PF1 Pooling Agreement”) by and 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, Wells Fargo Bank, 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 2021-PF1 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the 3650R 2021-PF1 Pooling Agreement).


 


The [NON-SERVICED WHOLE
LOAN] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the 3650R 2021-PF1 Pooling Agreement) under
the 3650R 2021-PF1 Pooling Agreement.


 


Thank you for your attention
to this matter.


 




    Exhibit T-1


     


    

Date: _________________________





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the 3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1
	 	 	 
	 	By:	COMPUTERSHARE TRUST  COMPANY, N.A.,
as attorney-in-fact
	 	 	 
	 	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 as of November 1, 2021 (the “Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and as Operating Advisor.



 


	Date:	_________, 20___



 


		Re:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1



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:____________________

       ____________________



 



    Exhibit U-1


     


    

 


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.


 


(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.


 



    Exhibit U-2


     


    

 


(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.


 


(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”).


 



    Exhibit U-3


     


    

 


(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 as of November 1, 2021 (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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1

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



 


	1.	The Special
                                Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred
                                to special servicing in the prior calendar year [INSERT YEAR].



 


		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.



 


	2.	[●]
                                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


 


Wells Fargo Bank, National Association

      as Trustee





9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – 3650R 2021-PF1

with a copy to: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com


 


Wells Fargo Bank, National Association

      as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust
Services (CMBS) 3650R 2021-PF1


 


3650 REIT Loan Servicing LLC

Attn.: General Counsel

2977 McFarlane Road, Suite 300

Miami, FL 33133

E-mail: compliance@3650REIT.com


 


		Re:	3650R 2021-PF1 Commercial Mortgage
                                         Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1, 

                                         Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and
Servicing Agreement”), by and 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, Wells Fargo
Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2021-PF1 (the “Certificates”) regarding the replacement of the Special Servicer.
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that 3650 REIT Loan Servicing LLC, in its current capacity as Special Servicer, is
not


 






    Exhibit W-1


     


    

 


[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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2021-PF1



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing Agreement”), by and
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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2021-PF1 (the “Exchange Act periodic reports”);



 


	2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


	3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


	4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


	5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Wells Fargo Bank,
National Association as 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling
and Servicing Agreement”), by and 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, Wells Fargo
Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2021-PF1, issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2021 (the “Pooling and Servicing
Agreement”), by and 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, Wells Fargo Bank, 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.


 


Dated: ____________________________


 


	 	 
	 	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 2021-PF1 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 2021-PF1 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 2021-PF1 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 2021-PF1 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 2021-PF1 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 2021-PF1 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 2021-PF1 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**


 


Wells Fargo Bank, National Association,





as Certificate Administrator





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Certificate Transfer
Services (CMBS) – 3650R 2021-PF1


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1 (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] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank,
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]
 [Wells Fargo Bank, National Association, as Certificate Administrator]
 [Wells Fargo Bank, 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: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com 





 


Ref: 3650R 2021-PF1, 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**


 


Wells Fargo Bank, National Association

     as Certificate Administrator





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Certificate Transfer
Services (CMBS) – 3650R 2021-PF1


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”), by and
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, Wells Fargo
Bank, 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


 


Wells Fargo Bank, National Association

          as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust
Services (CMBS) - 3650R 2021-PF1


 


Park Bridge Lender Services
LLC





600 Third Avenue, 40th Floor





New York, New York 10016





Attention: 3650R 2021-PF1-Surveillance
Manager (with a copy sent contemporaneously via





e-mail to cmbs.notices@parkbridgefinancial.com)


 



    Exhibit NN-1 


     


    

 


3650R
2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2021-PF1 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November
1, 2021, by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 3650R 2021-PF1


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 3650R 2021-PF1


 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, 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 1 Asset 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 2 For 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 3 If 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 4 For 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



 


		○	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



 


		○	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


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1





E-mail: trustadministrationgroup@wellsfargo.com


 


		Attention:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2021 (the “Pooling and Servicing Agreement”), by and 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, Wells Fargo Bank, 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 2021-PF1-Surveillance Manager

        

        with a copy sent contemporaneously
        via e-mail to: cmbs.notices@parkbridgefinancial.com]

         

	 	 


	Attention:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2021-PF1



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2021 (the “Pooling and Servicing Agreement”),
by and 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, Wells Fargo Bank, National Association, as
Certificate Administrator, Wells Fargo Bank, 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.


 


	 

	Wells
                                         Fargo Bank, National Association, as Certificate Administrator for the Holders of the
                                         3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2021-PF1


	 

	 

	 


	 	By:	COMPUTERSHARE
                                         TRUST  COMPANY, N.A., as attorney-in-fact

	 	 	 
	 

	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 2021-PF1 Commercial Mortgage Trust,



Commercial
Mortgage Pass-Through Certificates, Series 2021-PF1 


 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 11.07 of the Pooling and Servicing Agreement, dated as of November 1, 2021, by and 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, Wells Fargo Bank, 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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1 to inform you that
a Form 8-K/A was filed on [DATE] on behalf of the 3650R 2021-PF1 Commercial Mortgage Trust.


 


The filing can be viewed at:


 


[EDGAR LINK TO FILING]


 


Thank you for your attention to this matter.


 


Date: _________________________


 



    Exhibit UU-1 


     


    

 


	 

	Wells
                                                                                                       Fargo Bank, National Association, as Certificate Administrator for the Holders of the 3650R 2021-PF1 Commercial Mortgage
                                                                                                       Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-PF1


	 

	 

	 


	 	By:	COMPUTERSHARE
                                         TRUST  COMPANY, N.A., as attorney-in-fact

	 	 	 
	 

	By:

	 


	 

	Name:



	 

	Title:














 




    Exhibit UU-2 


     


    

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 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-PF1 



 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of November 1, 2021 (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 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.


 



    Exhibit VV-1 


     


    

 





	 

	WELLS
                                                                                                       FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator


	 

	 

	 


	 	By:	COMPUTERSHARE
                                         TRUST  COMPANY, N.A., as attorney-in-fact

	 	 	 
	 

	By:

	 


	 

	Name:



	 

	Title:





 


 




    Exhibit VV-2 


     


    

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

         

	
        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045

        

        Attention: Corporate Trust Services (CMBS) 3650R 2021-PF1

         
	 


		Re:	3650R 2021-PF1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-PF1 



 


Ladies and Gentlemen:


 


In accordance with
Section 5.01(c) of the Pooling and Servicing Agreement, dated as of November 1, 2021 (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.	CX – 350 & 450 Water Street



 


		2.	520 Almanor



 


		3.	Plaza La Cienega



 


		4.	Huntsville Office Portfolio



 


		5.	The Westchester



 


		6.	Patewood Corporate Center



 


		7.	2 Washington



 


		8.	One SoHo Square



 


		9.	PetSmart HQ



 


		10.	Centene



 




    Schedule 1-1 


     


    

SCHEDULE
2


 


CLass
A-SB Planned Principal Balance Schedule


 


See Annex E to the Prospectus.


 




    Schedule 2-1 


     


    

SCHEDULE
3


 


mortgage
loanS subject to loan seller defeasance rights and obligations


 


		1.	50 Horseblock



 


		2.	Huntsville Office Portfolio



 


		3.	Plaza La Cienega



 


		4.	Venice Crossroads



 


		5.	Patewood Corporate Center



 


		6.	Tanglewood Apartments



 


		7.	Shops of Wisconsin



 


		8.	PetSmart HQ



 


		9.	93 East Apartments



 


		10.	Falls of West Oaks



 


		11.	747 AMerstam Avenue



 


		12.	Cabelas



 


		13.	California OES Portfolio



 


		14.	Farrell Hampton Portfolio



 





		15.	Reside Market Street


 


		16.	Villa Adora



 


		17.	2400 Hudson



 


		18.	Temecula Creek Plaza



 


		19.	Echo-Westlake Multi



 


		20.	Peachtree Plaza Apartments



 


		21.	Jupiter Park Self Storage



 


		22.	Northgate



 


















    Schedule 3-1