ub24130793-ex4

EXHIBIT A-1

FORM OF CLASS [A-1] GLOBAL CERTIFICATE

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

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[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [A-1]

Class [A-1] Pass-Through Rate: [_____]%		CUSIP: [__________] ISIN: [__________]
Original Aggregate Certificate Balance of the Class [A-1] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____]		No.: [A-1]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [A-1] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V] Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Certificate is 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

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Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [A-1] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [A-1] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

All distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs or, if such day is not a Business Day, the preceding Business Day. Such distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which

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may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.

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Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator.

As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.

Prior to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in

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connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

The Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or the Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein; (iii) to amend any provision of the Pooling and Servicing Agreement to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or any class of Companion Loan Securities by each Rating Agency and (a) that will not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or (b) in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates; provided that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder or Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates or Companion Loan Securities, as applicable; and (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification does not materially increase the obligations of the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and provided, further, that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (a) an Opinion of Counsel or (b) receipt of a No Downgrade Confirmation from each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust or to significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [[66-2/3]]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or

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modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby;

(iv)

amend any section of the Pooling and Servicing Agreement which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Companion Loan Noteholders; or

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, the Companion Loan Noteholder.

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of the Mortgage Loans is less than [1.0]% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum, without duplication,

(A)

100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);

(B)

the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;

(C)

all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and

(D)

the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees and Trust Fund expenses; and

(ii) the aggregate fair market value of the Mortgage Loans, and all other property acquired in respect of any Mortgage Loan in the Trust Fund, on the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with one month’s interest thereon at the Mortgage Rate.

In addition, the Pooling and Servicing Agreement provides that following the date on which the Class [X-A] Notional Amount and the aggregate Certificate Balance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [B], Class [C], Class [D] and Class [E] Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of its Certificates (other than the Class [R], Class [LR] and Class [V] Certificates), including the Class [X-B] Certificates, for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and

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Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf 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.

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory



Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

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EXHIBIT A-2

FORM OF CLASS [A-2] GLOBAL CERTIFICATE

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[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [A-2]

Class [A-2] Pass-Through Rate: [_____]%		CUSIP: [__________] ISIN: [__________]
Original Aggregate Certificate Balance of the Class [A-2] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____]		No.: [A-2]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [A-2] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

This Certificate is 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

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Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [A-2] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [A-2] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

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may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

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Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

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modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

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(i) the sum, without duplication,

(A)

(B)

(C)

(D)

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Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

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IN WITNESS WHEREOF, the Certificate Administrator has caused this Class [A-2] Certificate to be duly executed.

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory


Certificate of Authentication

This is one of the Class [A-2] Certificates referred to in the Pooling and Servicing Agreement.

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

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EXHIBIT A-3

FORM OF CLASS [A-3] GLOBAL CERTIFICATE

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[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [A-3]

Class [A-3] Pass-Through Rate: [_____]%		CUSIP: [__________] ISIN: [__________]
Original Aggregate Certificate Balance of the Class [A-3] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____]		No.: [A-3]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [A-3] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

This Certificate is 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

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Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [A-3] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [A-3] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

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may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

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modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-3-7

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-3-8

Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-3-9

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-3-10

EXHIBIT A-4

FORM OF CLASS [A-4] GLOBAL CERTIFICATE

A-4-1

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [A-4]

Class [A-4] Pass-Through Rate: [_____]%		CUSIP: [__________] ISIN: [__________]
Original Aggregate Certificate Balance of the Class [A-4] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____]		No.: [A-4]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [A-4] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

This Certificate is 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

A-4-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [A-4] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [A-4] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-4-3

may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-4-4

A-4-5

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the

A-4-6

rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-4-7

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-4-8

Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-4-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class [A-4] Certificate to be duly executed.

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-4-10

EXHIBIT A-5

FORM OF CLASS [A-M] [RULE 144A]1 [REG S]2 CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR A PERSON PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTIONAL “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) IN THE CASE OF THE REGULAR CERTIFICATES, IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-5-1

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-5-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__] CLASS [A-M]

Class [A-M] Pass-Through Rate: [Equal to the Weighted Average Net Mortgage Pass-Through Rate]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [A-M] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____]		No.: [A-M]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [A-M] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-5-3

Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Certificate is a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [A-M] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [A-M] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-5-4

Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-5-5

Mortgage Loans (to the extent of the Trust Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-5-6

Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-5-7

Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-5-8

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than [1.0]% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-5-9

A-5-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-5-11

EXHIBIT A-6

FORM OF CLASS [B] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-6-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

1 For Reg S Global Certificates only.

A-6-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [B]

Class [B] Pass-Through Rate: [Equal to the Weighted Average Net Mortgage Pass-Through Rate]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [B] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [B]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [B] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer, (“Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V] Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-6-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [B] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [B] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-6-4

A-6-5

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-6-6

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-6-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-6-8

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-6-9

A-6-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-6-11

EXHIBIT A-7

FORM OF CLASS [C] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-7-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

1 For Reg S Global Certificates only.

A-7-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [C]

Class [C] Pass-Through Rate: [Equal to the Weighted Average Net Mortgage Pass-Through Rate]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [C] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [C]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [C] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-7-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [C] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [C] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-7-4

A-7-5

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-7-6

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-7-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-7-8

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-7-9

A-7-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-7-11

EXHIBIT A-8

FORM OF CLASS [D] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-8-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

1 For Reg S Global Certificates only.

A-8-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [D]

Class [D] Pass-Through Rate: [Equal to the Weighted Average Net Mortgage Pass-Through Rate]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [D] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [D]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [D] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-8-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [D] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [D] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-8-4

A-8-5

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-8-6

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-8-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-8-8

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-8-9

A-8-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-8-11

EXHIBIT A-9

FORM OF CLASS [E] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-9-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF

A-9-2

PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, EITHER SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.

1 For Reg S Global Certificates only.

A-9-3

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [E]

Class [E] Pass-Through Rate: [_____]%		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [E] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [E]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [E] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V], Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-9-4

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [E] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].

During each Interest Accrual Period (as defined below), interest on the Class [E] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-9-5

therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-9-6

assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-9-7

provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-9-8

of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-9-9

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-9-10

A-9-11

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-9-12

EXHIBIT A-10

FORM OF CLASS [F] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-10-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A-10-2

1 For Reg S Global Certificates only.

A-10-3

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [F]

Class [F] Pass-Through Rate: [_____]%		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [F] Certificates: $[_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [F]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [F] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V], Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-10-4

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [F] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [F] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-10-5

A-10-6

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-10-7

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-10-8

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-10-9

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-10-10

A-10-11

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-10-12

EXHIBIT A-11

FORM OF CLASS [G] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-11-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A-11-2

1 For Reg S Global Certificates only.

A-11-3

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [G]

Class [G] Pass-Through Rate: [_____]%		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Certificate Balance of the Class [G] Certificates: $ [_____]		Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [_____] 20[__]		No.: [G]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [G] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-11-4

and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class [G] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [G] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-11-5

A-11-6

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

A-11-7

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the

A-11-8

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-11-9

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-11-10

A-11-11

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-11-12

EXHIBIT A-12

FORM OF CLASS [X-A] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-12-1

THE HOLDERS OF THIS CLASS [X-A] CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS [X-A] CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS [X-A] CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

1 For Reg S Global Certificates only.

A-12-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [X-A]


Class [X-A] Pass-Through Rate: [Variable]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Notional Balance of the Class [X-A] Certificates: $ [_____]		Initial Notional Balance of this Certificate: $[__________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [N/A]		No.: [X-A]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [X-A] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-12-3

Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class [X-A] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [X-A] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Notional Balance hereof.

A-12-4

related Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-12-5

Fund’s interest therein); (vi) any indemnities or guaranties given as additional security for any Mortgage Loans (to the extent of the Trust Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-12-6

A-12-7

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-12-8

or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, the Companion Loan Noteholder.

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-12-9

month preceding such Distribution Date, together with one month’s interest thereon at the Mortgage Rate.

A-12-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-12-11

EXHIBIT A-13

FORM OF CLASS [X-B] [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-13-1

THE HOLDERS OF THIS CLASS [X-B] CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS [X-B] CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS [X-B] CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

1 For Reg S Global Certificates only.

A-13-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [X-B]

Class [X-B] Pass-Through Rate: [Variable]		CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4
Original Aggregate Notional Balance of the Class [X-B] Certificates: $[_____]		Initial Notional Balance of this Certificate: $[__________]
First Distribution Date: [_____], 20[__]		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: [N/A]		No.: [X-B]-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class [X-B] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-13-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class [X-B] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__]. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class [X-B] Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Notional Balance hereof.

A-13-4

A-13-5

Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-13-6

A-13-7

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-13-8

or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, the Companion Loan Noteholder.

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

A-13-9

month preceding such Distribution Date, together with one month’s interest thereon at the Mortgage Rate.

A-13-10

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-13-11

EXHIBIT A-14

FORM OF CLASS [R] CERTIFICATE

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. IF THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.

A-14-1

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE UPPER-TIER REMIC AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.

A-14-2

ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

A-14-3

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [R]

No.: [R-1]	Percentage Interest: [_____]%
	CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4

This certifies that [ ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class [R] Certificateholder is not entitled to interest or principal distributions. The Class [R] Certificateholder will be entitled to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-14-4

To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Class [R] Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class [R] Certificates shall be the “tax matters person” for the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

A-14-5

such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

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, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the Trust Fund’s interest therein); (v) any Assignments of Leases, Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein); (vi) any indemnities or guaranties given as additional security for any Mortgage Loans (to the extent of the Trust Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-14-6

A-14-7

of the Classes of Certificates or any class of Companion Loan Securities by each Rating Agency and (a) that will not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or (b) in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates; provided that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or any other change which will not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder or Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates or Companion Loan Securities, as applicable; and (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such modification does not materially increase the obligations of the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and provided, further, that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (a) an Opinion of Counsel or (b) receipt of a No Downgrade Confirmation from each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust or to significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

A-14-8

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

(i) the sum, without duplication,

(A)

A-14-9

(B)

(C)

(D)

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee

A-14-10

created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

A-14-11

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-14-12

EXHIBIT A-15

FORM OF CLASS [LR] CERTIFICATE

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. IF THIS CERTIFICATE REPRESENTS ONE OR MORE “NON ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.

A-15-1

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE LOWER-TIER REMIC AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.

A-15-2

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

A-15-3

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [LR]

No.: [LR-1]	Percentage Interest: [_____]%
	CUSIP: [__________]1 [__________]2 ISIN: [__________]3 [__________]4

This certifies that [ ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class [LR] Certificateholder is not entitled to interest or principal distributions. The Class [LR] Certificateholder will be entitled to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V], Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-15-4

To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Class [LR] Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class [LR] Certificates shall be the “tax matters person” for the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

A-15-5

A-15-6

A-15-7

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

A-15-8

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

(i) the sum, without duplication,

(A)

A-15-9

(B)

(C)

(D)

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee

A-15-10

A-15-11

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class [LR] Certificates referred to in the Pooling and Servicing Agreement.

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-15-12

EXHIBIT A-16

FORM OF CLASS [V] CERTIFICATE

A-16-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.

A-16-2

[_____] TRUST 20[__]-[__], COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES [_____] 20[__]-[__], CLASS [V]

Percentage Interest: [100]%

No.: [V]

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 [V] Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of [_____], 20[__] (the “Pooling and Servicing Agreement”), by and among the Depositor, [_____], as master servicer (the “Master Servicer”), [_____], special servicer (the “Special Servicer”), [_____], as trustee (in its capacity as trustee, the “Trustee”), [_____], as operating advisor (the “Operating Advisor”), and [_____], as certificate administrator, paying agent and custodian (in its capacity as certificate administrator, the “Certificate Administrator”), evidences the issuance of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-M], Class [X-A], Class [X-B], Class [B], Class [C], Class [D], Class [E], Class [F], Class [G], Class [R], Class [LR] and Class [V] Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the [fourth] Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of Excess Interest then distributable, if any, allocable to the Class [V] Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the [sixth] day of each month, or if such [sixth] day is not a Business Day, then the next Business Day, commencing in [_____] 20[__].

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This Certificate is limited in right of payment to Excess Interest, 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

A-16-4

Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the Trust Fund’s interest therein); (v) any Assignments of Leases, Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein); (vi) any indemnities or guaranties given as additional security for any Mortgage Loans (to the extent of the Trust Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account attributable to the Mortgage Loans as identified on the Trust Ledger, the Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, any REO Account (to the extent of the Trust Fund’s interest therein), including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-16-5

purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-16-6

to fail to qualify as a grantor trust or to significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than [66-2/3]% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Companion Loan Noteholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

(v)

significantly change the activities of the Trust (insofar as such change would adversely affect the status of the Trust as a “qualifying special purpose entity” under FASB 140).

A-16-7

to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, the Companion Loan Noteholder.

(i) the sum, without duplication,

(A)

(B)

(C)

(D)

(ii) the aggregate fair market value of the Mortgage Loans, and all other property acquired in respect of any Mortgage Loan in the Trust Fund, on the last day of the

A-16-8

month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with one month’s interest thereon at the Mortgage Rate.

A-16-9

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

Dated: _________________

	[_____], not in its individual capacity but solely as Certificate Administrator


	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class [V] Certificates referred to in the Pooling and Servicing Agreement.

Dated: _________________

	[_____], not in its individual capacity but solely as Authenticating Agent


	By:
		Authorized Signatory

A-16-10

EXHIBIT B

MORTGAGE LOAN SCHEDULE

B-1

EXHIBIT C-1

FORM OF TRANSFEREE AFFIDAVIT

AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED

STATE OF NEW YORK )

) ss:

COUNTY OF NEW YORK )

, being first duly sworn, deposes and says:

1. That he/she is a of (the “Purchaser”), a duly organized and existing under the laws of the State of on behalf of which he/she makes this affidavit.

2. That the Purchaser’s Taxpayer Identification Number is .

3. That the Purchaser of the [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [R] [LR] (the “Class [R] [LR] Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, or is acquiring the Class [R] [LR] Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received from such person or entity an affidavit substantially in the form of this affidavit.

4. That the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Class [R] [LR] Certificate as they become due.

5. That the Purchaser understands that it may incur tax liabilities with respect to the Class [R] [LR] Certificate in excess of any cash flow generated by the Class [R] [LR] Certificate.

6. That the Purchaser will not transfer the Class [R] [LR] Certificate to any person or entity from which the Purchaser has not received an affidavit substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the requirements set forth in paragraph 4 hereof.

7. That the Purchaser is not a Disqualified Non-U.S. Person and is not purchasing the Class [R] [LR] Certificate for the account of, or as an agent (including as a

C-1-1

broker, nominee or other middleman) for, a Disqualified Non-U.S. Person and is otherwise a Permitted Transferee.

8. That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer of the Class [R] [LR] Certificate to a “disqualified organization,” an agent thereof, or a person that does not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.

9. That, if a “tax matters person” is required to be designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees to act as “tax matters person” and to perform the functions of “tax matters partner” of the [Upper-Tier REMIC][Lower-Tier REMIC] pursuant to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the irrevocable designation of the Certificate Administrator as the Purchaser’s agent in performing the function of “tax matters person” and “tax matters partner.”

10. The Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning registration of the transfer and exchange of the Class [R] [LR] Certificate.

11. The Purchaser will not cause income from the Class [R] [LR] Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.

12. Check the applicable paragraph:

o The present value of the anticipated tax liabilities associated with holding the Class [R] [LR] 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] [LR] Certificate;

(ii) the present value of the expected future distributions on such Certificate; and

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

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

o The transfer of the Class [R] [LR] Certificate complies with U.S. Treasury Regulations Section 1.860E 1(c)(5) and (6) and, accordingly,

C-1-2

(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] [LR] 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] [LR] Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E 1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E 1(c)(4)(i), (ii) and (iii) and Section 1.860E 1(c)(5) of the U.S. Treasury Regulations; and

(iv) the Purchaser determined the consideration paid to it to acquire the Class [R] [LR] 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.

o None of the above.

Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its this day of , 20 .

	[The Purchaser]


	By:
		Name:
		Title:

C-1-3

Personally appeared before me the above named , known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.

Subscribed and sworn before me this day of , 20 .

NOTARY PUBLIC

COUNTY OF ________________________

STATE OF __________________________

My commission expires the day of , 20 .

C-1-4

EXHIBIT C-2

FORM OF TRANSFEROR LETTER

[Date]

[_____]

Attention: [_____]

Ref: [_____]

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [R] [LR]

Ladies and Gentlemen:

[Transferor] has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual knowledge or reason to know that the information contained in paragraphs 4, 7 and 11 thereof is not true. No purpose of [Transferor] relating to the transfer of the Class [R][LR] Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of any tax.

	Very truly yours,

	[Transferor]


	By:
		Name
		Title

C-2-1

EXHIBIT D-1

FORM OF INVESTMENT REPRESENTATION LETTER

[_____]

Attention: [_____]

Ref: [_____]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

Re:	Transfer of [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, on behalf of the holders of [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____] (the “Certificates”) in connection with the transfer by (the “Seller”) to the undersigned (the “Purchaser”) of [$_____ aggregate Certificate Balance][_____% Percentage Interest] of Class [ ] Certificates, in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you as follows:

[For Institutional Accredited Investors only] 1. The Purchaser is an “institutional accredited investor” (i.e. an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each of which is an “institutional accredited investor”) as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.

D-1-1

[For Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

2. The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale to (i) “qualified institutional buyers” in transactions under Rule 144A, or (ii) institutional “accredited investors” meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.

3. The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.

4. The Purchaser has reviewed the applicable Private Placement Memorandum dated [_____], relating to the Certificates (the “Private Placement Memorandum”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Private Placement Memorandum.

5. The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders present and future.

6. The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.02 of the Pooling and Servicing Agreement.

7. Check one of the following:

D-1-2

o The Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W 9 (or successor form).

o The Purchaser is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment or (iii)]* two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.

For this purpose, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that are eligible to elect to be treated as U.S. Persons).

Please make all payments due on the Certificates:ss

(a) by wire transfer to the following account at a bank or entity in [_____], having appropriate facilities therefor:

Account number: ____________________________

Institution: _________________________________

(b) by mailing a check or draft to the following address:

* Delete for Class R and Class LR.

** Only to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).

D-1-3

	Very truly yours,


	[Insert Name of Purchaser]

	By:
		Name:
		Title:

Dated: ________________, 20__

D-1-4

EXHIBIT D-2

FORM OF ERISA REPRESENTATION LETTER

[Date]

[_____]

Attention: [_____]

Ref: [_____]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

[_____]

Attention: [_____]

Fourth,

Re: [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

Ladies and Gentlemen:

(the “Purchaser”) intends to purchase from (the “Seller”) $ initial Certificate Balance or % Percentage Interest of [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of [_____] (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____],[_____], as trustee, [_____], as certificate administrator, paying agent and custodian, and [_____], as operating advisor. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:

The Purchaser is not (a) an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a collective investment fund in which such Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or any Similar

D-2-1

Law to include assets of Plans) or other person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Class [V], Class [R] and Class [LR] Certificates) an insurance company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law; and

The Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class [V], Class [R] or Class [LR] Certificate, which may not be transferred unless the transferee represents it is not such a person, such Purchaser is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, either Special Servicer, the Operating Advisor or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements shall not be at the expense of the Master Servicer, either Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar.

IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this day of , 20 .

	Very truly yours,


	[Purchaser]

	By:
		Name:
		Title:

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EXHIBIT E

REQUEST FOR RELEASE

[Date]

[_____]

as Certificate Administrator and Custodian

[_____]

Attention: [_____]

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

Dear __________________:

In connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under a certain Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as certificate administrator, paying agent and custodian, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with respect to the following described Mortgage Loan for the reason indicated below:

Mortgagor’s Name: _______________________________________

Address: _______________________________________________

Asset No.: ______________________________________________

If only particular documents in the Mortgage File are requested, please specify which:

Reason for requesting file (or portion thereof):

_____ 1. Mortgage Loan paid in full. Such [Master Servicer] [Special Servicer] hereby certifies that all amounts received in connection with the Mortgage Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.

_____ 2. The Mortgage Loan is being foreclosed.

_____ 3. Other. (Describe)

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The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose.

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.

	[MASTER SERVICER] [SPECIAL SERVICER]


	By:
		Name:
		Title:

E-2

EXHIBIT F

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST TWO PAGES OF THIS CERTIFICATE.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

F-1

EXHIBIT G

FORM OF REGULATION S TRANSFER CERTIFICATE

[_____]

Attention: [_____]

Ref: [_____]

Re:	Transfer of [_____], [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

Ladies and Gentlemen:

This certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, on behalf of the holders of the [_____] –[__], [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ] (the “Certificates”) in connection with the transfer by the undersigned (the “Transferor”) to (the “Transferee”) of $ Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”) maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred interest, in either form, being the “Transferred Interest”).

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

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

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

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

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

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

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

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer and each Special Servicer.



	[Insert Name of Transferor]


	By:
		Name
		Title

Dated: ________________, 20__

G-2

EXHIBIT H

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD

(Exchanges or transfers pursuant to Section 5.02(c)(ii)(A) of

the Pooling and Servicing Agreement)

[_____]

Attention: [_____]

Ref: [_____]

Re:	Transfer of [_____], [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

Reference is hereby made to the Pooling and servicing agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

This letter relates to US $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP No. ) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.

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

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

* Select appropriate depository.

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

[(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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

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

This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor, the Master Servicer and each Special Servicer.



	[Insert Name of Transferor]


	By:
		Name
		Title

Dated: ________________, 20__

** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

H-2

EXHIBIT I

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD

(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)

[_____]

Attention: [_____]

Ref: [_____]

Re:	Transfer of [_____] [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

The letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate (Common Code No. ).

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

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

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

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

I-1

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

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



	[Insert Name of Transferor]


	By:
		Name
		Title

Dated: ________________, 20__

I-2

EXHIBIT J

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE

(Exchange or transfers pursuant to Section 5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)

[_____]

Attention: [_____]

Ref: [_____]

Re:	Transfer of [_____] [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____], Class [ ]

This letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Regulation S Global Certificate (CUSIP No. ) with [Euroclear] [Clearstream]s (Common Code ) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No. ).

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or an jurisdiction.

* Select appropriate depository.

J-1



	[Insert Name of Transferor]


	By:
		Name
		Title

Dated: ________________, 20__

J-2

EXHIBIT K

FORM OF DISTRIBUTION DATE STATEMENT

K-1

EXHIBIT L-1

FORM OF INVESTOR CERTIFICATION

[Date]

[_____]

as Certificate Administrator

[_____]

Attention: [_____],

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of [_____] (the “Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates.

2. In the case of a Publicly-Offered Certificate, the undersigned has received a copy of the Prospectus.

3. The undersigned is not a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any of the foregoing.

4. The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking 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.

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

L-1-1

registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

5. The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the Operating Advisor and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

6. The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.

7. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	[Certificateholder][Beneficial Owner][Prospective Purchaser]


	By:
		Title:
		Company:
		Phone:

L-1-2

EXHIBIT L-2

FORM OF ONLINE VENDOR CERTIFICATION

This Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.

In connection with the [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____] (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee and custodian, and [_____], as certificate administrator, paying agent and custodian, the undersigned hereby certifies and agrees as follows:

The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation or Markit LLC, a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices delivered or made available pursuant to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com (the “Website”) by request of the Depositor.

2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have recertified that the representation above remains true and correct.

3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

L-2-1

EXHIBIT L-3

FORM OF COMPANION LOAN NOTEHOLDER CERTIFICATION

[Date]

[_____]

as Master Servicer

[_____]

Attention: [_____]

[_____]

as Certificate Administrator

[_____]

Attention: [_____]

Re:	[_____]– Companion Loan

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of [_____] (the “Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, with respect to any Companion Loan (as defined in the Agreement), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a Companion Loan Noteholder (as defined in the Agreement).

2. The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.

3. The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations contained herein remain true and correct.

4. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

L-3-1

	[Companion Loan Noteholder]


	By:
		Title:
		Company:
		Phone:

L-3-2

SCHEDULE OF REQUESTED INFORMATION

L-3-3

EXHIBIT M

FORM OF NOTIFICATION FROM CUSTODIAN

[DATE]

To the Persons Listed on the attached Schedule A

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

Ladies and Gentlemen:

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, the undersigned, as Custodian, hereby notifies you that, based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the attached defect schedule.

The Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.

	[__________________], as Custodian

	By:
		Name
		Title

M-1

SCHEDULE A

FORM OF NOTIFICATION FROM CUSTODIAN

[_____]

Attention: [_____]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

[_____]

Attention: [_____]

[_____]

Attention: [_____]

[_____]

Attention: [_____]

To the Master Servicer:

[_____]

Attention: [_____]

To the applicable Mortgage Loan Seller:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: [ Nicholas G. Gaeone]

Email: [nicholas.galeone@ubs.com]

M-2

[_____]

Attention: [_____]

[_____]

Attention: [_____]

[_____]

M-3

DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN

M-4

EXHIBIT N-1

FORM OF CLOSING DATE CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of [_____] (the “Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, the Custodian hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession all Notes or an appropriate lost note affidavit, and (b) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its behalf and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule attached hereto.

Capitalized terms used but not defined herein shall the respective meanings set forth in the Agreement.

	[_______]
	as Custodian


	By:
		Corporate Trust Officer
		Name
		Title

N-1-1

SCHEDULE A

TO CLOSING DATE TRUSTEE CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-1-2

EXHIBIT N-2

FORM OF POST-CLOSING CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:	[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of [_____] (the “Agreement”) entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Agreement, and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Agreement) referred to in Section 2.01(a) of the Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (v), (vi), (vii) of the Agreement (in the case of any endorsement thereto), (viii), (ix) and (x) through (xx) of the Agreement, as identified to it in writing by the related Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.

Capitalized terms used but not defined herein shall the respective meanings set forth in the Agreement.

N-2-1

	[_____],
	as Custodian


	By:
		Corporate Trust Officer
		Name:
		Title:

N-2-2

SCHEDULE A

TO POST-CLOSING TRUSTEE CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-2-3

EXHIBIT O

FORM OF TRUSTEE BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (The "Trust”)

The undersigned, __________, a __________ of [_____], on behalf of [_____], as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian (the “Certificate Administrator”), certifies to [ ], UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

1. I am responsible for reviewing the activities performed by the Trustee and based on my knowledge and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and

2. The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

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

Date:

O-1

	[________]


	By:
		Name
		Title

O-2

EXHIBIT P

FORM OF CUSTODIAN BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (The "Trust”)

The report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

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

Date:

	[________]


	By:
		Name
		Title

P-1

EXHIBIT Q

FORM OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (The "Trust”)

1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;

To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report;

3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;

I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and

The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.

Q-1

In giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.

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

Date:

	[________]


	By:
		Name
		Title

Q-2

EXHIBIT R

FORM OF MASTER SERVICER BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (the “Trust”)

I, [identify the certifying individual], a [_______________] of [_____], as Master Servicer under that certain Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian (the “Certificate Administrator”), on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special Servicer relating to the Relevant Period, all servicing information and all reports required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;

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 servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 10.11. of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;

4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the

R-1

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

The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

[In giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s) of servicer, sub-servicer or co-servicer not retained by the master servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicing Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement.]

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

Date:

	[________]


	By:
		Name
		Title

R-2

EXHIBIT S

FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (the “Trust”)

I, [identify the certifying individual], a [_____] of [_____], as special servicer (the “Special Servicer”), with respect to [all] of the Mortgage Loans under that certain Pooling and Servicing Agreement dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer (the “Master Servicer”), the Special Servicer, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian (the “Certificate Administrator”), on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports required to be submitted by the Special Servicer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Special Servicer Reports”) have been submitted by the [Special Servicer] to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;

Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect to the Special Servicer and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 10.11 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;

The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

S-1

The report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

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

Date:

	[________]


	By:
		Name
		Title

S-2

EXHIBIT T

MORTGAGE LOAN SELLER SUB-SERVICERS

T-1

EXHIBIT U

MORTGAGE LOANS WITH EARNOUT/HOLDBACK PROVISIONS

Loan Name	Loan Balance
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]
[_________]	$[_________]

U-1

EXHIBIT V

FORM OF NRSRO CERTIFICATION

[Date]

[_____]

Attention: [_____]

Attention:

[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as to either 1 or 2 below:

1.	The undersigned is a Nationally Recognized Statistical Rating Organization (“NRSRO”) and

(a)

has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e);

(b) has access to the 17g-5 Information Provider’s Website; and

2.	The undersigned is a Rating Agency engaged by the Depositor to assign ratings with respect to the Certificates.

The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, the undersigned is deemed to have recertified that the representations contained herein remain true and correct.

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

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.

V-1


	[Nationally Recognized Statistical Rating Organization] [Rating Agency]

	Name:

	Title:

	Company:

	Phone:

	Email:

V-2

EXHIBIT W-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

Re:

[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of [_____] (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor, that:

1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________ is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.

2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.

W-1-1

	Very truly yours,



	By:
		Name
		Title

W-1-2

EXHIBIT W-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

[_____]

Attention: [_____]

Re:

[_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

Ladies and Gentlemen:

1. The Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________ is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.

2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit W-1 to the Pooling and Servicing Agreement, and

W-2-1

(B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit W-2 to the Pooling and Servicing Agreement.

3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

4. Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security.

5. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters that it has requested.

6. The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.

7. The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess

W-2-2

Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’ auditors, legal counsel and regulators.

8. The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.

	Very truly yours,


	By:
		Name
		Title

W-2-3

EXHIBIT X

FORM OF OPERATING ADVISOR ANNUAL REPORT

Report Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: [_____] Trust 20[__]-[_____], Commercial Mortgage Pass-Through Certificates, Series [_____] 20[__]-[_____]

Operating Advisor: [ ]

Special Servicer: [ ]

Controlling Class Representative: [ ]

I. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement dated as of [_____] (the "Pooling and Servicing Agreement"), by and among UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer, [_____], as special servicer, [_____], as operating advisor, [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer's operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.

No information or any other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement. This Operating Advisor Annual Report sets forth the Operating Advisor's assessment of the Special Servicer's performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Loans during the prior calendar year.

Subject to the restrictions in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i) from the Servicing Standard and (ii) from the Special Servicer's obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements described in the Pooling and Servicing Agreement.

In connection with the assessment set forth in this report, the Operating Advisor:

1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section 10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

Operating Advisor Actions:

X-1

2.	Reviewed any annual independent public accountants’ servicing report delivered to the Operating Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

Operating Advisor Actions:

3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the Operating Advisor and the following issues were noted therein: [ ]

Operating Advisor Actions:

Based on such review and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer's compliance with its obligations under the Pooling and Servicing Agreement.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.

	[________]


	By:
		Name
		Title


	By:
		Name
		Title

X-2

EXHIBIT Y

FORM OF SARBANES-OXLEY CERTIFICATION

[_____] Trust 20[__]-[_____],

Commercial Mortgage Pass-Through Certificates,

Series [_____] 20[__]-[_____] (the “Trust”)

I, [identify the certifying individual], a [title] of UBS Commercial Mortgage Securitization Corp., the depositor into the above-referenced Trust, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports Form 10-D required to be filed in respect of periods included in the year covered by this annual report, of the Trust;

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 annual 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 report, the servicers have fulfilled their 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 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.

Y-1

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [_____],[_____],[_____] and [list any sub-servicers].

Date: ______________

	[UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.]


	By:
		Name
		Title

Y-2

EXHIBIT Z

ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [_____] AND VIA EMAIL TO [_____] AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**

[_____]

as Certificate Administrator

[_____]

Attention: [_____]

UBS Commercial Mortgage Securitization Corp.

as Depositor

1285 Avenue of the Americas

New York, New York 10019

Attention: [Nicholas G. Galeone]

Re:	Additional Form [10-D][10-K][8-K] Disclosure Required

Ladies and Gentlemen:

In accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of [_____], entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian (the “Certificate Administrator”), 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:

Z-1

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

Any inquiries related to this notification should be directed to , phone number: ; email address: .

	[NAME OF PARTY], AS [role]


	By:
		Name:
		Title:

Z-2

EXHIBIT AA

FORM OF SUB-SERVICER BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (the “Trust”)

As contemplated by Section 10.08 of that certain Pooling and Servicing Agreement dated as of [_____] (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, [_____], as master servicer (the “Master Servicer”), [_____], as special servicer (the “Special Servicer”), [_____], as trustee, and [_____], as certificate administrator, paying agent and custodian (the “Certificate Administrator”), [identify the certifying individual], a of , a corporation (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage Loans under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating to the Mortgage Loans delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer to the Certificate Administrator for inclusion in these reports;

Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) have been submitted by the Sub-Servicer to the Master Servicer;

Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

Based upon my knowledge and the annual compliance review performed as required under Section [__] of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;

AA-1

[I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Servicing Agreement in all material respects in the year which such report applies];

The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Capitalized terms used but not defined herein have the meanings set forth in the Sub-Servicing Agreement or, if not defined in the Sub-Servicing Agreement, then the meanings set forth in the Pooling and Servicing Agreement.

Date: ______________

	[INSERT NAME OF SUB-SERVICER]


	By:
		Name:
		Title:

AA-2

EXHIBIT AB

FORM OF OPERATING ADVISOR BACKUP CERTIFICATION

[_____] Trust 20[__]-[_____] (the “Trust”)

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Operating Advisor Reports”) have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;

Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

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

The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Date: __________________

AB-1

	[___________________________]


	By:
		Name
		Title

AB-2

SCHEDULE I

DIRECTING HOLDERS

Mortgage Loan	Directing Certificateholder

Sch. I-1

SCHEDULE II

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it is performing and for which the party that retained such Servicing Function Participant is responsible):


	Relevant Servicing Criteria	Applicable Party(ies)
Reference	Criteria

	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer Special Servicer
	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.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert. Admin.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee Master Servicer Special Servicer
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert. Admin. Master Servicer Special Servicer

Sch. II-1


	Relevant Servicing Criteria	Applicable Party(ies)
Reference	Criteria

1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Master Servicer.	Cert. Admin. Operating Adv.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Cert. Admin.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin. Master Servicer
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert. Admin.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian Master Servicer Special Servicer
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Cert. Admin. 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 Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer

Sch. II-2


	Relevant Servicing Criteria	Applicable Party(ies)
Reference	Criteria

1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer Special Servicer
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer Operating Adv.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer Special Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
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

Sch. II-3

SCHEDULE III

[RESERVED]

Sch.III-1

SCHEDULE IV

ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this [_____] Pooling and Servicing Agreement, each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 10-D	Party Responsible
Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	● Each Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans) ● Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans) ● Depositor ● Certificate Administrator
Item 2: Legal Proceedings: Item 1117 of Regulation AB (to the extent material to Certificateholders)	● Master Servicer (as to itself) ● Each Special Servicer (as to itself) ● Trustee (as to itself) ● Certificate Administrator (as to itself) ● Depositor (as to itself) ● Any other Reporting Servicer (as to itself) ● Trustee/ Master Servicer/Depositor/Special Servicer as to the Trust ● Each Mortgage Loan Seller (to be provided by the Depositor) ● Originators under Item 1110 of Regulation AB (to be provided by the Depositor) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

Sch. IV-1

Item 3: Sale of Securities and Use of Proceeds	● Depositor
Item 4: Defaults Upon Senior Securities	● Certificate Administrator ● Trustee
Item 5: Submission of Matters to a Vote of Security Holders	● Certificate Administrator
Item 6: Significant Obligors of Pool Assets	● N/A
Item 7: Significant Enhancement Provider Information	● N/A
Item 8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	● Any party responsible for disclosure items on Form 8-K to the extent of such items
Item 9: Exhibits	● Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements) ● Certificate Administrator (Monthly Statement to Certificateholders)

Sch. IV-2

SCHEDULE V

ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this [_____] Pooling and Servicing Agreement, each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 10-K	Party Responsible
Item 1B: Unresolved Staff Comments	● Depositor
Item 9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	● Any party responsible for disclosure items on Form 8-K to the extent of such items
Item 15: Exhibits, Financial Statement Schedules	● Certificate Administrator ● Depositor

Sch. V-1

Additional Item: Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	● Master Servicer (as to itself) ● Each Special Servicer (as to itself) ● Certificate Administrator (as to itself) ● Trustee (as to itself) ● Depositor (as to itself) ● Operating Advisor (as to itself) ● Any other Reporting Servicer (as to itself) ● Trustee/Certificate Administrator/Master Servicer/Depositor/each Special Servicer as to the Trust ● Each Mortgage Loan Seller (to be provided by the Depositor) ● Originators under Item 1110 of Regulation AB (to be provided by the Depositor) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
Additional Item: Disclosure per Item 1119 of Regulation AB	● Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, each Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Each Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Certificate Administrator (as to itself) (to the extent material to Certificateholders) ● Trustee (as to itself) (to the extent material to Certificateholders) ● Depositor (as to itself) ● Depositor (as to the Trust) ● Each Mortgage Loan Seller (to be provided by the Depositor) (as to itself) ● Operating Advisor (as to itself) ● Originators under Item 1110 of Regulation AB (to be provided by the Depositor) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
Additional Item: Disclosure per Item 1112(b) of Regulation AB	N/A
Additional Item: Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A

Sch. V-2

SCHEDULE VI

FORM 8-K DISCLOSURE INFORMATION

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this [_____] Pooling and Servicing Agreement, each of the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 8-K	Party Responsible
Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	● Trustee/Certificate Administrator/Master Servicer/Depositor/each Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement.	● Trustee/Certificate Administrator/Master Servicer/Depositor/each Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
Item 1.03- 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 Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	● Depositor ● Certificate Administrator

Sch. VI-1

Item on Form 8-K	Party Responsible
Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	● Certificate Administrator
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”.	● Depositor
Item 6.01- ABS Informational and Computational Material	● Depositor
Item 6.02- Change of Servicer or Trustee Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	● Master Servicer (as to itself or a servicer retained by it) ● Each Special Servicer (as to itself or a servicer retained by it) ● Certificate Administrator ● Trustee ● Depositor
Reg AB disclosure about any new servicer or master servicer is also required.	● Master Servicer or each Special Servicer, as applicable
Reg AB disclosure about any new Trustee is also required.	● Trustee
Reg AB disclosure about any new Certificate Administrator is also required.	● Certificate Administrator
Item 6.03- Change in Credit Enhancement or External Support	N/A
Item 6.04- Failure to Make a Required Distribution	● Certificate Administrator
Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	● Depositor
Item 7.01- Regulation FD Disclosure	● Depositor
Item 8.01 – Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	● Depositor
Item 9.01 – Financial Statements and Exhibits	● Responsible party for reporting/disclosing the financial statement or exhibit

Sch. VI-2

ARTICLE I

DEFINITIONS

Section 1.01		Defined Terms	2
Section 1.02		Certain Calculations	79
Section 1.03		Certain Constructions	83

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements		84
Section 2.02	Acceptance by Custodian and the Trustee		90
Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans		92
Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor		100
Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests		107
Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions		107

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01		The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Companion Loans	108
Section 3.02		Liability of the Master Servicer and the Special Servicer When Sub-Servicing	112
Section 3.03		Collection of Mortgage Loan and Companion Loan Payments	113
Section 3.04		Collection of Taxes, Assessments and Similar Items; Escrow Accounts	113
Section 3.05		Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts, Interest Reserve Account; Loan Combination Collection Account and Class [V] Distribution Account	116

Section 3.06	Permitted Withdrawals from the Collection Accounts, the Loan Combination Collection Accounts and the Distribution Accounts; Trust Ledger	123
Section 3.07	Investment of Funds in the Collection Accounts, the Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	140
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	142
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	147
Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loans	152
Section 3.11	Trustee to Cooperate; Release of Mortgage Files	157
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	158
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	164
Section 3.14	Access to Certain Documentation	169
Section 3.15	Title and Management of REO Properties and REO Accounts	176
Section 3.16	Sale of Specially Serviced Loans and REO Properties	181
Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	185
Section 3.18	Authenticating Agent	186
Section 3.19	Appointment of Custodians	187
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	188
Section 3.21	Property Advances	188
Section 3.22	Appointment and Replacement of Special Servicer	191
Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	195
Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	200
Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	201
Section 3.26	Modification, Waiver, Amendment and Consents	203
Section 3.27	Certain Intercreditor Matters Relating to the Loan Combinations	208
Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	211
Section 3.29	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	211
Section 3.30	No Downgrade Confirmation	213
Section 3.31	Appointment and Duties of the Operating Advisor	215
Section 3.32	[Reserved.]	218

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	218
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	227
Section 4.03	Compliance with Withholding Requirements	237
Section 4.04	REMIC Compliance	237
Section 4.05	Imposition of Tax on the Trust Fund	239
Section 4.06	Remittances	240
Section 4.07	P&I Advances	241
Section 4.08	Appraisal Reductions	245
Section 4.09	Grantor Trust Reporting	247

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates.	248
Section 5.02	Registration, Transfer and Exchange of Certificates	252
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	262
Section 5.04	Appointment of Paying Agent	262
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	263
Section 5.06	Actions of Certificateholders.	263

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER AND THE OPERATING ADVISOR

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	264
Section 6.02	Merger or Consolidation of either the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	264
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Operating Advisor and Others	265
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer and the Special Servicer	267
Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	268
Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	268
Section 6.07	The Directing Holder	269

ARTICLE VII

DEFAULT

Section 7.01	Events of Default	273
Section 7.02	Trustee to Act; Appointment of Successor	280
Section 7.03	Notification to Certificateholders and Other Persons	281
Section 7.04	Other Remedies of Trustee	282
Section 7.05	Waiver of Past Events of Default and Operating Advisor Termination Events; Termination	282
Section 7.06	Trustee as Maker of Advances	283
Section 7.07	Termination of the Operating Advisor	283

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of Trustee and Certificate Administrator	286
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	288
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans	291
Section 8.04	Trustee and Certificate Administrator May Own Certificates	292
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	292
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	295
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	296
Section 8.08	Successor Trustee and Certificate Administrator	297
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	298
Section 8.10	Appointment of Co-Trustee or Separate Trustee	298

ARTICLE IX

TERMINATION

Section 9.01	Termination.	300

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	305
Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Companion Loan	306
Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	307
Section 10.04	Information to be Provided by the Trustee	308
Section 10.05	Filing Obligations	308

Section 10.06	Form 10-D Filings	308
Section 10.07	Form 10-K Filings	310
Section 10.08	Sarbanes-Oxley Certification	313
Section 10.09	Form 8-K Filings	314
Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	316
Section 10.11	Annual Compliance Statements	316
Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	317
Section 10.13	Annual Independent Public Accountants’ Servicing Report	319
Section 10.14	Exchange Act Reporting Indemnification	320
Section 10.15	Amendments	322
Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	322
Section 10.17	Termination of the Certificate Administrator	323

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Counterparts	324
Section 11.02	Limitation on Rights of Certificateholders	324
Section 11.03	Governing Law	325
Section 11.04	Waiver of Jury Trial; Consent to Jurisdiction	325
Section 11.05	Notices	326
Section 11.06	Severability of Provisions	330
Section 11.07	Notice to the Depositor and Each Rating Agency	330
Section 11.08	Amendment	332
Section 11.09	Confirmation of Intent	335
Section 11.10	No Intended Third-Party Beneficiaries	336
Section 11.11	Entire Agreement	336
Section 11.12	Third Party Beneficiaries	336

Exhibit A-1	Form of Class [A-1] Certificate
Exhibit A-2	Form of Class [A-2] Certificate
Exhibit A-3	Form of Class [A-3] Certificate
Exhibit A-4	Form of Class [A-4] Certificate
Exhibit A-5	Form of Class [A-M] Certificate
Exhibit A-6	Form of Class [B] Certificate
Exhibit A-7	Form of Class [C] Certificate
Exhibit A-8	Form of Class [D] Certificate
Exhibit A-9	Form of Class [E] Certificate
Exhibit A-10	Form of Class [F] Certificate
Exhibit A-11	Form of Class [G] Certificate
Exhibit A-12	Form of Class [X-A] Certificate
Exhibit A-13	Form of Class [X-B] Certificate

Corresponding Certificates	Certificate Balance or Notional Amount	Corresponding Lower-Tier Regular Interests(1)	Lower-Tier Principal Balance	Corresponding Class X Components(1)
Class [A-1]		[LA-1]		[XA-1]
Class [A-2]		[LA-2]		[XA-2]
Class [A-3]		[LA-3]		[XA-3]

Class	Pass-Through Rate
Class [A-1]	Class [A-1] Pass-Through Rate
Class [A-2]	Class [A-2] Pass-Through Rate
Class [A-3]	Class [A-3] Pass-Through Rate
Class [A-4]	Class [A-4] Pass-Through Rate
Class [A-M]	Class [A-M] Pass-Through Rate
Class [X-A]	Class [X-A] Pass-Through Rate
Class [X-B]	Class [X-B] Pass-Through Rate
Class [B]	Class [B] Pass-Through Rate
Class [C]	Class [C] Pass-Through Rate
Class [D]	Class [D] Pass-Through Rate
Class [E]	Class [E] Pass-Through Rate
Class [F]	Class [F] Pass-Through Rate
Class [G]	Class [G] Pass-Through Rate

Class	Minimum Denomination	Aggregate Denomination of all Certificates of Class
[A-1]
[A-2]
[A-3]
[A-4]
[X-A]
[X-B]
[B]
[C]
[D]
[E]

	UBS COMMERCIAL MORTGAGE
		SECURITIZATION CORP.,
		as Depositor


	By:
		Name:
		Title:

	[_____],
		as Certificate Administrator and Paying Agent


	By:
		Name:
		Title: