Common use of Form and Registration Clause in Contracts

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer Transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer Transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a the Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary bookBook-entry certificate Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal the Class R Certificates and the Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates Certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, and the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from From and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal such Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party holder of the Risk Retention Certificates and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal the Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal the Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable the Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, and upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, TT hereto evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and Period, the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a the Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association N.A. is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association N.A. is removed as Certificate Administrator, then Computershare Trust Company, National Association N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period and RR Interest during the RR Interest Transfer Restriction Period, respectively) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates Interest shall be issued in the form of Definitive Certificates at all times during the VRR RR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR RR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR CertificatesInterest, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Retained Interest Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Retained Interest Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates Interest in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR RR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates Interest in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR CertificatesInterest. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Retained Interest Safekeeping Account” and in which the Class RR Certificates Interest shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Retained Interest Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR CertificateInterest, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates Interest to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates Interest shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Retained Interest Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR RR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR CertificatesInterest, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇P▇▇▇ ▇1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇St. P▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of an RR Interest or a Risk Retention Certificate shall be subject to Section 5.03(g5.03(i) and Section 5.03(i5.03(j). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates Interest on the Closing Date. (f) . On the Closing Date, and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of RR Interest during the RR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Risk Retention Certificates or RR Interest, as applicable. For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i5.03(j).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserArgentic Securities Holdings 2 Cayman Limited or affiliates thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserBlackrock Financial Management Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserRREF V - D AIV RR H, LLC or affiliates thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, and the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Certificates Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party applicable Holder of the Horizontal Risk Retention Certificates and the Retaining Sponsor’s written consent, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to a transfer, in accordance with Section 5.03(i), in each case, and in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such the Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in into which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing DateAdministrator. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable the Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. St. ▇▇▇▇, MN Minnesota 55108 On the Closing Date, and upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, hereto evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser(A) (i) affiliated funds of E▇▇▇▇▇▇▇▇ Management Group, LLC, (ii) an entity controlled by affiliate funds of E▇▇▇▇▇▇▇▇ Management Group LLC and (iii) E▇▇▇▇▇▇▇▇ Management Group, LLC or its Affiliates or (B) LNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or ownersowners provided, that the Direct Sale Certificates transferred by the Depositor to JPMCB that is a QIB in reliance on Rule 144A may be issued initially in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserCPUSI CMBS-B Co-Investment I LLC or Affiliates of CPUSI CMBS-B Co-Investment I LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to CPUSI CMBS-B Co-Investment I LLC, Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject Each Person who has acquired or acquires a Class PF Certificate shall be deemed by the acceptance or acquisition of such Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring a Class PF Certificate are expressly subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the : (i) No Class RR Certificates, respectively, shall only be PF Certificate held as a Definitive Certificates Certificate may be transferred, and no such transfer shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry registered in the Certificate Administrator’s trust accounting system under Register, without the Retained express written consent of the Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian forRegistrar, and for the benefit ofCertificate Registrar shall not recognize the transfer, the Holder of the related Certificate or Class RR Certificateand such proposed transfer shall not be effective, as the case may bewithout such consent with respect thereto. The Certificate Administrator Registrar shall hold consent to such transfer provided that the Horizontal Risk Retention Certificates and purchaser of a Class RR Certificates in safekeeping and shall release PF Certificate is a Qualified Institutional Buyer or delivers a Qualified Holder Certificate meeting the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i)requirements hereunder and, in each case, in accordance otherwise complies with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect all other applicable requirements hereunder related to the safekeeping transfer of such Horizontal Risk Retention Certificates or a Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and PF Certificate. (ii) an account which Each purchaser of a Class PF Certificate that is not a Qualified Institutional Buyer will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject required to this Agreement. In addition, on and after the date hereof, provide the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party Registrar a certification substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt JJ (a “Qualified Holder Certificate”) certifying that such purchaser is a Qualified Holder. If the purchaser of the Horizontal Risk Retention Certificates or a Class RR Certificates, as applicable. The PF Certificate Administrator shall make available that is not Qualified Institutional Buyer fails to each Applicable Retaining Party its respective account information as mutually agreed upon by provide the Certificate Administrator and Registrar with a Qualified Holder Certificate, such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period void ab initio and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may transferee shall not be transferred at the direction deemed to be a Certificateholder for any purpose of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i)this Agreement until such certificate is delivered.

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and the Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. St. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of the Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a the Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association N.A. is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association N.A. is removed as Certificate Administrator, then Computershare Trust Company, National Association N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from From and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer Transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer Transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaserthe Retaining Party) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary bookBook-entry certificate Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal the Class R Certificates and the Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates Certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, and the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar Administrator to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from From and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal such Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party holder of the Risk Retention Certificates and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal the Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal the Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable the Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, and upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, TT evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and Period, the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserCPUSI CMBS-B Co-Investment I LLC or Affiliates of CPUSI CMBS-B Co-Investment I LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to CPUSI CMBS-B Co-Investment I LLC, Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserDoubleLine Capital, LP) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. The Class CSQ Certificates shall not be offered in offshore transactions in reliance on Regulation S under the Act. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.. The Class CSQ Certificates may only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention . The Class CSQ Certificates shall not be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Periodoffered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserSeer Capital Partners Master Fund L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. The Loan-Specific Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.. The Loan-Specific Certificates may each only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyThe Loan-Specific Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to a Third Party PurchaserBlackRock Financial Management, Inc., one of its managed funds, or Affiliates of BlackRock Financial Management, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserTorchlight Debt Fund VIII Holdings (US), LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the any Class RR Certificates, respectively, Certificates shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, Account by the Certificate Administrator (and the Applicable each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party Holder of the Class RR Certificates and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or the Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or the Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable the Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, Period and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, Certificates at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. St. ▇▇▇▇, MN 55108 On the Closing Date, and upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, hereto evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Class RR Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the VRR Interest Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and Period, the Class RR Certificates, respectively, Certificates may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the The Non-Registered Retained Regular Certificates may be sold to institutions that are nonNon-United States U.S. Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act Act. Such Certificates of each Class thereof shall initially be represented by a temporary book-entry global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream Banking, Luxembourg (“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering of the Certificates and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Global Certificate may be held only through Euroclear Euroclear, Clearstream or Clearstreamany other Depository Participant. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S Book-Entry Certificate Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Global Certificate shall only be made upon delivery to the Certificate Registrar Administrator by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance or Notional Amount, as applicable, of a Temporary Regulation S Book-Entry Global Certificate or a Regulation S Book-Entry Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer Transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer Transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers or Underwriters to a Third Party PurchaserArgentic Securities Holdings 2 Cayman Limited) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary bookBook-entry certificate Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction PeriodClass R and Class S Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates Certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V S Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserTorchlight Investors, LLC or its Affiliates) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or ownersowners provided, that the Direct Sale Certificates transferred by the Depositor to JPMCB that is a QIB in reliance on Rule 144A may be issued initially in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserRREF CMBS AIV ▇▇ ▇▇, LP or Affiliates of RREF CMBS AIV ▇▇ ▇▇, LP) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserBlackRock Realty Advisors, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser(i) affiliated funds of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners Asset Based Value Strategy, (ii) an entity controlled by affiliate funds of Square Mile Capital Management LLC and (iii) ▇▇▇▇▇▇▇▇▇ Management Group, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to (i) affiliated funds of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners Asset Based Value Strategy, (ii) an entity controlled by affiliate funds of Square Mile Capital Management LLC and (iii) ▇▇▇▇▇▇▇▇▇ Management Group, LLC Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to a Third Party PurchaserTorchlight Investors, LLC, one of its managed funds, or Affiliates of Torchlight Investors, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator Trustee shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator Trustee shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate AdministratorPaying Agent, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agentAuthenticating Agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to a Third Party PurchaserBlackRock Financial Management, Inc., one of its managed funds, or Affiliates of BlackRock Financial Management, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers Purchaser to a Third Party PurchaserCIBX Commercial Mortgage, LLC, or Affiliates of CIBX Commercial Mortgage, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class F, Class G and Class NR Certificates to CIBX Commercial Mortgage, LLC, Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer Transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer Transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer Transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers or Underwriters to a Third Party PurchaserArgentic Securities Holdings 2 Cayman Limited) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates (other than the Class R Certificates) sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary bookBook-entry certificate Entry Certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction PeriodClass R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates Certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests Ownership Interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserSaba Capital Management, L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser(A) (i) affiliated funds of E▇▇▇▇▇▇▇▇ Management Group, LLC, (ii) an entity controlled by affiliate funds of E▇▇▇▇▇▇▇▇ Management Group, LLC and (iii) E▇▇▇▇▇▇▇▇ Management Group, LLC or its Affiliates or (B) LNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. The Class UHP Certificates shall not be offered in offshore transactions in reliance on Regulation S under the Act. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.. The Class UHP Certificates may each only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners; provided, that the Direct Sale Certificates transferred by the Depositor to JPMCB that is a Qualified Institutional Buyer in reliance on Rule 144A may be issued initially in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto. AdditionallyThe Class UHP Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserRREF V - D AIV RR H, LLC or affiliates thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, and the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Certificates Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party applicable Holder of the Horizontal Risk Retention Certificates and the Retaining Sponsor’s written consent, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to a transfer, in accordance with Section 5.03(i), in each case, and in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such the Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in into which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing DateAdministrator. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable the Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Corporate Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. St. ▇▇▇▇, MN Minnesota 55108 On the Closing Date, and upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, hereto evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable the Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable the Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserBlackrock Financial Management Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserRaith Capital Partners, LLC and AllianceBernstein, L.P. or Affiliates of either) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. The Class ESK Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.. The Class ESK Certificates may each only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners; provided, that the Direct Sale Certificates transferred by the Depositor to JPMCB that is a Qualified Institutional Buyer in reliance on Rule 144A may be issued initially in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto. AdditionallyThe Class ESK Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserLNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to LNR Securities Holdings, LLC and Eightfold Real Estate Capital, L.P., Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserLNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyWe▇▇▇ ▇argo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyWe▇▇▇ ▇argo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyWe▇▇▇ ▇argo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to LNR Securities Holdings, LLC, Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserLNR Securities Holdings, LLC or Affiliates of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust Company▇▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Other than with respect to the initial transfer of the Class E, Class F and Class NR Certificates to LNR Securities Holdings, LLC, Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyFor the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the The Non-Registered Retained Principal Balance Certificates may be sold to institutions that are nonNon-United States U.S. Securities Persons in Offshore Transactions offshore transactions in reliance on Regulation S under the Act Act. Such Certificates of each Class thereof shall initially be represented by a temporary book-entry global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering of the Certificates and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Global Certificate may be held only through Euroclear Euroclear, Clearstream or Clearstreamany other Depository Participant. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S Book-Entry Certificate Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Global Certificate shall only be made upon delivery to the Certificate Registrar Administrator by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Global Certificate or a Regulation S Book-Entry Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of The Non-Registered Retained Principal Balance Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers QIBs in reliance on Rule 144A shall under the Act (“Rule 144A”) shall, in the case of each Class thereof, be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Book-Entry Global Certificate” and, together with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global Certificates”), which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) The Class VRR Certificates of each and the Class of Non-Registered R Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (collectively, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and (other than the Class RR Certificates VRR Certificates) to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Global Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities or continue as depository with respect to the Book-Entry Global Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository Depositor are unable to locate and appoint a qualified successor within ninety (90) 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Holders of such Class Certificateholders and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar Trustee to obtain possession of the Certificates of such Classrelated Certificates; provided, however, that under no circumstances will certificated Non-Registered shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Global Certificates and upon surrender by the Depository of any Book-Entry Global Certificate of such Class and receipt from the Depository of instructions for re-registrationreregistration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Global Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Global Certificate), and thereafter the Certificate Registrar shall recognize the Holders holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and [Reserved] (f) During the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the any Class RR Certificates, respectively, VRR Certificate shall only be held as a Definitive Certificates and shall be held Certificate in the Retained Certificate VRR Interest Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates VRR Interest Safekeeping Account, as applicable), as custodian for, and for the benefit of, of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and each Class RR Certificates VRR Certificate in safekeeping and shall release the same only upon receipt of a written instructions from direction signed by each of the Applicable Depositor, the Retaining Party Sponsor and the Retaining SponsorHolder of such Certificate, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, and in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby areis, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate VRR Interest Safekeeping Account” and in into which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “each Class RR Certificates Safekeeping Account” and in which the Class RR Certificates VRR Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates VRR Interest Safekeeping Account for the Applicable each Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Each Class VRR Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Class VRR Certificate in connection with the initial issuance thereof and, for so long as the Class VRR Certificates are held in the VRR Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article 5 of any Class VRR Certificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit R. No amounts distributable with respect to the Holders of the Horizontal Risk Retention Certificates or any Class RR Certificates VRR Certificate shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates VRR Interest Safekeeping Account, but instead shall be remitted directly to the Applicable applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and any updates to such written instructions provided from time to time) by the Applicable such Retaining Party to the Certificate Administrator on the Closing DateAdministrator. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the any Class RR Certificates VRR Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person Person on behalf of any Applicable the Retaining PartyParties. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, Period and for such longer time as the Applicable related Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or each individual Class RR Certificates, as applicable, VRR Certificate at the below location, or any other location; provided the Certificate Administrator has given notice to each of the Applicable Retaining Party Parties of such new location: Computershare Trust CompanyCitibank, National Association Attn: Trust N.A. Vault St. Operations ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On As regards the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Class VRR Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Periodheld thereby, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Class VRR Certificate shall be subject to Section 5.03(g) this Article 5. During the VRR Interest Transfer Restriction Period, unless the Retaining Sponsor and Section 5.03(i). The the Depositor otherwise consent in writing, the Certificate Administrator is directed shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Class VRR Certificates held by it in the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing DateVRR Interest Safekeeping Account. (fg) For To the sake extent that the Combined VRR Interest Balance of clarity, after the Transfer Restriction Period and Combined VRR Interest is in excess of the VRR Transfer Restriction Period amount or percentage of risk retention required pursuant to the Horizontal Credit Risk Retention Certificates and the Class RR CertificatesRules, respectively, may be transferred at the direction such excess portion of the Holder thereof in Combined VRR Interest Balance of the same manner prescribed herein for other Certificates, Combined VRR Interest shall nevertheless be deemed to be subject to Section 5.03(i)the requirements of the Credit Risk Retention Rules and any Class VRR Certificate or Uncertificated VRR Interest evidencing such excess portion of the Combined VRR Interest Balance of the Combined VRR Interest shall be subject to all of the provisions in this Agreement applicable to the Combined VRR Interest including, without limitation, the provisions of this Article 5.

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserSeer Capital Partners Master Fund L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply.either: (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; . On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association is removed as Certificate Administrator, then Computershare Trust CompanyW▇▇▇▇ Fargo Bank, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. The Loan-Specific Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.. The Loan-Specific Certificates may each only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. AdditionallyThe Loan-Specific Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional Buyers. For the avoidance of doubt, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

Form and Registration. No transfer of any Non-Registered Certificate or any portion of the VRR Interest shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to a Third Party PurchaserRREF V – D AIV RR L, LLC or affiliates thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then the following subsections (a)-(d) shall apply. (a) Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided; On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof. (b) Certificates of each Class of Non-Registered Certificates (other than any Horizontal Risk Retention Certificates during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. (c) Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, and the Class RR Certificates shall be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates and the Class RR Certificates to the respective beneficial owners or owners. Additionally, the Class R and Class V Certificates shall only be in the form of Definitive Certificates, the Horizontal Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction Period and the Class RR Certificates shall be issued in the form of Definitive Certificates at all times during the VRR Interest Transfer Restriction Period. (d) Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures. (e) Subject to the following provisions, from and after the Closing Date and during the Transfer Restriction Period and the VRR Interest Transfer Restriction Period, respectively, the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, shall only be held as Definitive Certificates and shall be held in the Retained Certificate Safekeeping Account and the Class RR Certificates Safekeeping Account, respectively, by the Certificate Administrator (and the Applicable Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account, as applicable), as custodian for, and for the benefit of, the Holder of the related Certificate or Class RR Certificate, as the case may be. The Certificate Administrator shall hold the Horizontal Risk Retention Certificates and Class RR Certificates in safekeeping and shall release the same only upon receipt of written instructions from the Applicable Retaining Party and the Retaining Sponsor, indicating whether such release is in connection with the termination of the Transfer Restriction Period or VRR Interest Transfer Restriction Period or in connection with the Applicable Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of Horizontal Risk Retention Certificates or Class RR Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation or liability with respect to the safekeeping of such Horizontal Risk Retention Certificates or Class RR Certificates. There shall be, and hereby are, established by the Certificate Administrator (i) an account which will be designated the “Retained Certificate Safekeeping Account” and in which the Horizontal Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement and (ii) an account which will be designated the “Class RR Certificates Safekeeping Account” and in which the Class RR Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Certificate Safekeeping Account or the Class RR Certificates Safekeeping Account for the Applicable Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder of the related Certificate or Class RR Certificate, as the case may be. The Horizontal Risk Retention Certificates and Class RR Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Holders of the Horizontal Risk Retention Certificates or Class RR Certificates shall be remitted to the Retained Certificate Safekeeping Account or Class RR Certificates Safekeeping Account, but shall be remitted directly to the Applicable Retaining Party in accordance with written instructions provided separately by the Applicable Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances by virtue of safekeeping the Horizontal Risk Retention Certificates or the Class RR Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of any Applicable Retaining Party. During the Transfer Restriction Period or VRR Interest Transfer Restriction Period, as applicable, and for such longer time as the Applicable Retaining Party may request, the Certificate Administrator shall hold the Definitive Certificates representing the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable, at the below location, or any other location; provided the Certificate Administrator has given notice to the Applicable Retaining Party of such new location: Computershare Trust Company, National Association Attn: Trust Vault St. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55108 On the Closing Date, upon completion of each transfer of the Horizontal Risk Retention Certificates during the Transfer Restriction Period, and upon completion of each transfer of Class RR Certificates during the VRR Interest Transfer Restriction Period, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Applicable Retaining Party substantially in the form of Exhibit UU or Exhibit VV hereto, respectively, evidencing its receipt of the Horizontal Risk Retention Certificates or Class RR Certificates, as applicable. The Certificate Administrator shall make available to each Applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the Class RR Certificates on the Closing Date. (f) For the sake of clarity, after the Transfer Restriction Period and the VRR Transfer Restriction Period the Horizontal Risk Retention Certificates and the Class RR Certificates, respectively, may be transferred at the direction of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).