Exhibit 4.6


 


EXECUTION VERSION 


 








 


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer


 


TORCHLIGHT LOAN SERVICES, LLC,

as General Special Servicer


 


NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 



 


POOLING AND SERVICING AGREEMENT


 


Dated as of August 1, 2018


 


 



 


Commercial Mortgage Pass-Through Certificates

Series 2018-BNK13


 

 


 


     


     


    

 











TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain Calculations	128
	 	 	 
	ARTICLE II
	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 	 
	Section 2.01	Conveyance of Mortgage Loans	129
	Section 2.02	Acceptance by Trustee	136
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	141
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	158
	Section 2.05	Creation of the Grantor Trust	158
	 
	ARTICLE III
	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	158
	Section 3.02	Collection of Mortgage Loan Payments	168
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	173
	Section 3.04	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Retained Certificate Gain-on-Sale Reserve Account	178
	Section 3.05	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	186
	Section 3.06	Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	196
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	198
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	205
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	211


 






    -i- 


     


    




 


	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	215
	Section 3.11	Servicing Compensation	216
	Section 3.12	Inspections; Collection of Financial Statements; Delivery of Reports	224
	Section 3.13	Access to Certain Information	230
	Section 3.14	Title to REO Property; REO Account	244
	Section 3.15	Management of REO Property	246
	Section 3.16	Sale of Defaulted Loans and REO Properties	248
	Section 3.17	Additional Obligations of Master Servicers and Special Servicers	255
	Section 3.18	Modifications, Waivers, Amendments and Consents	258
	Section 3.19	Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report	271
	Section 3.20	Sub-Servicing Agreements	279
	Section 3.21	Interest Reserve Account	282
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special Servicers	283
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	283
	Section 3.24	Intercreditor Agreements	288
	Section 3.25	Rating Agency Confirmation	291
	Section 3.26	The Operating Advisor	293
	Section 3.27	Companion Paying Agent	301
	Section 3.28	Serviced Companion Noteholder Register	302
	Section 3.29	Certain Matters Relating to the Whole Loans	302
	Section 3.30	[RESERVED]	305
	Section 3.31	[RESERVED]	305
	Section 3.32	[RESERVED]	305
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	305
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section 4.01	Distributions of Available Funds	306
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages;Grant of Power of Attorney	317
	Section 4.03	P&I Advances	323
	Section 4.04	Allocation of Realized Losses	327
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	328
	Section 4.06	Grantor Trust Reporting	333
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	335
	Section 4.08	Secure Data Room	338


 






    -ii- 


     


    




 


	ARTICLE V
	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	339
	Section 5.02	Form and Registration	340
	Section 5.03	Registration of Transfer and Exchange of Certificates	343
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	352
	Section 5.05	Persons Deemed Owners	353
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special	 
	 	Notices	353
	Section 5.07	Maintenance of Office or Agency	354
	Section 5.08	Appointment of Certificate Administrator	354
	Section 5.09	[RESERVED]	355
	Section 5.10	Voting Procedures	355
	 	 	 
	ARTICLE VI
	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating
	Advisor, the asset representations reviewer, THE DIRECTING CERTIFICATEHOLDER AND
	THE Risk Retention Consultation Party
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer	357
	Section 6.02	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	363
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	363
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	365
	Section 6.05	Depositor, Master Servicers and Special Servicers Not to Resign	371
	Section 6.06	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	372
	Section 6.07	The Master Servicers and the Special Servicers as Certificate Owner	372
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Party	372
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	381
	 	 	 
	ARTICLE VII
	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicers and Special Servicers Termination	382


 






    -iii- 


     


    




 


	Section 7.02	Trustee to Act; Appointment of Successor	390
	Section 7.03	Notification to Certificateholders	392
	Section 7.04	Waiver of Servicer Termination Events	393
	Section 7.05	Trustee as Maker of Advances	393
	 	 	 
	ARTICLE VIII	 
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	394
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	395
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	397
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	398
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.	398
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	399
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	400
	Section 8.08	Successor Trustee or Certificate Administrator	403
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	403
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	404
	Section 8.11	Appointment of Custodians	405
	Section 8.12	Representations and Warranties of the Trustee	405
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	406
	Section 8.14	Representations and Warranties of the Certificate Administrator	406
	Section 8.15	Compliance with the PATRIOT Act	408
	 	 	 
	ARTICLE IX
	 
	TERMINATION
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	408
	Section 9.02	Additional Termination Requirements	412
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	413
	Section 10.02	Use of Agents	417
	Section 10.03	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	417
	Section 10.04	Appointment of REMIC Administrators	417


 






    -iv- 


     


    




 


	ARTICLE XI
	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	418
	Section 11.02	Succession; Subcontractors	419
	Section 11.03	Filing Obligations	421
	Section 11.04	Form 10-D and Form ABS-EE Filings	422
	Section 11.05	Form 10-K Filings	427
	Section 11.06	Sarbanes-Oxley Certification	429
	Section 11.07	Form 8-K Filings	431
	Section 11.08	Form 15 Filing	433
	Section 11.09	Annual Compliance Statements	433
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	435
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	437
	Section 11.12	Indemnification	439
	Section 11.13	Amendments	441
	Section 11.14	Regulation AB Notices	442
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	442
	Section 11.16	Certain Matters Regarding Significant Obligors	447
	Section 11.17	Impact of Cure Period	447
	 	 	 
	ARTICLE XII
	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	448
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	454
	Section 12.03	Resignation of the Asset Representations Reviewer	455
	Section 12.04	Restrictions of the Asset Representations Reviewer	455
	Section 12.05	Termination of the Asset Representations Reviewer	455
	 	 	 
	ARTICLE XIII
	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section 13.01	Amendment	458
	Section 13.02	Recordation of Agreement; Counterparts	463
	Section 13.03	Limitation on Rights of Certificateholders	464
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	465
	Section 13.05	Notices	465
	Section 13.06	Severability of Provisions	472
	Section 13.07	Grant of a Security Interest	472
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	473
	Section 13.09	Article and Section Headings	473


 






    -v- 


     


    




 


	Section 13.10	Notices to the Rating Agencies
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (Other than Class R and Class V Certificates)
	EXHIBIT A-2	Form of Class R Certificate
	EXHIBIT A-3	Form of Class V Certificate
	EXHIBIT A-4	Form of RR Interest
	EXHIBIT B	Mortgage Loan Schedule
	EXHIBIT C	Form of Investment Representation Letter
	EXHIBIT D-1	Form of Transferee Affidavit for Transfers of Class R Certificates
	EXHIBIT D-2	Form of Transferor Letter for Transfers of Class R Certificates
	EXHIBIT D-3	Form of Transferee Certificate for Transfers of RR Interest
	EXHIBIT D-4	Form of Transferor Certificate for Transfers of RR Interest
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter Regarding Class R Certificates and Class V Certificates
	EXHIBIT G	Form of Distribution Date Statement
	EXHIBIT H	Form of Omnibus Assignment
	EXHIBIT I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	EXHIBIT J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	EXHIBIT L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	EXHIBIT M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	EXHIBIT N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
	EXHIBIT O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	EXHIBIT P-1A	Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder) 
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class
    Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder


 






    -vi- 


     


    




 





	EXHIBIT P-1F	Form of Notice of [Excluded Loan][Excluded Controlling Class Holder] to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of the Directing Certificateholder
	EXHIBIT P-1H	Form of Certification of the Risk Retention Consultation Party
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q	Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special Servicer
	EXHIBIT S	Initial Serviced Companion Noteholders
	EXHIBIT T	Form of Notice for Non-Serviced Mortgage Loan
	EXHIBIT U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	Form of Operating Advisor Annual Report
	EXHIBIT W	Form of Notice from Operating Advisor Recommending Replacement of the [General][NCB] Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form 10-K
	EXHIBIT Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT Z-4	Form of Certification to be Provided to Depositor by Trustee
	EXHIBIT Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT Z-6	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT BB	Additional Form 10-D Disclosure
	EXHIBIT CC	Additional Form 10-K Disclosure
	EXHIBIT DD	Form 8-K Disclosure Information
	EXHIBIT EE	Additional Disclosure Notification
	EXHIBIT FF	Initial Sub-Servicers
	EXHIBIT GG	Servicing Function Participants
	EXHIBIT HH	Form of Annual Compliance Statement
	EXHIBIT II	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	CREFC® Payment Information
	EXHIBIT KK	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	[Reserved]
	EXHIBIT MM	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	Form of Asset Review Report by the Asset Representations Reviewer
	EXHIBIT PP	Form of Asset Review Report Summary
	EXHIBIT QQ	Asset Review Procedures
	EXHIBIT RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	EXHIBIT SS	
        Form of Notice of [Additional Delinquent Loan][Cessation
of Delinquent Loan][Cessation of Asset Review Trigger] 



 






    -vii- 


     


    




 


	EXHIBIT TT	Form of Intercreditor Agreement and Subordination Agreement for NCB Co-op Mortgage Loans 
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt 
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule 
	SCHEDULE 3	Mortgage Loans (Other than NCB Co-op Mortgage Loans) With Earnout, or Performance Escrows or Reserves Exceeding 10% of their respective Initial Principal Balances 




 






    -viii- 


     


    


 





This Pooling and Servicing
Agreement is dated and effective as of August 1, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax
purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”, and each a “Trust REMIC” as described herein).


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets and the RR Interest Specific
Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income
tax purposes (the “Grantor Trust”). Solely for tax purposes, the Class V Certificates shall represent undivided
beneficial interests in the Class V Specific Grantor Trust Assets and the RR Interest will represent an undivided beneficial
interest in the RR Interest Specific Grantor Trust Assets, respectively. As provided herein, the Certificate Administrator shall
take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains
its status as a grantor trust under federal income tax law and will not be treated as part of either Trust REMIC.


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3,
Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF,
Class LG and LRR Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence the
“regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated
Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC for purposes of
the REMIC Provisions and is represented by the Class R Certificates.


 


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








     


     


    

  


	Class Designation	 	Interest Rate	 	Original
Lower-Tier Principal Amount 

	Class LA1	 	(1)	 	 	$63,326,000	 
	Class LA2	 	(1)	 	 	$73,996,000	 
	Class LA3	 	(1)	 	 	$9,903,000	 
	Class LASB	 	(1)	 	 	$35,858,000	 
	Class LA4	 	(1)	 	 	$200,000,000	 
	Class LA5	 	(1)	 	 	$244,803,000	 
	Class LAS	 	(1)	 	 	$86,334,000	 
	Class LB	 	(1)	 	 	$49,334,000	 
	Class LC	 	(1)	 	 	$38,122,000	 
	Class LD	 	(1)	 	 	$41,485,000	 
	Class LE	 	(1)	 	 	$15,697,000	 
	Class LF	 	(1)	 	 	$10,091,000	 
	Class LG	 	(1)	 	 	$28,031,455	 
	Class LR	 	None(2)	 	 	None	 
	LRR	 	(1)	 	 	$47,209,497.67 
	 





 





 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-G, Class A-S, Class B,
Class C, Class D, Class E, Class F and Class G Certificates and the RR Interest (exclusive of the portion
of the RR Interest representing an interest in the Grantor Trust), each of which is a “regular interest” in the Upper-Tier
REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of
“residual interests” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R
Certificates.


 


THE GRANTOR TRUST


 


The Class V Certificates
and RR Interest shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting of the assets
set forth opposite such Class in the following table, in each case, as described herein. As provided herein, the Certificate
Administrator shall not take any actions that would cause the portion of the Trust Fund consisting of the Grantor Trust (i) to
fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of
any Trust REMIC.






    -2- 


     


    

 


 


	Class Designation	Corresponding Grantor Trust Assets
	Class V	Class V Specific Grantor Trust Assets
	RR Interest	RR Interest Specific Grantor Trust Assets


 


THE CERTIFICATES


 


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


 


	Class of Certificates	 	Approximate Initial Pass-
 Through Rate	 	Original Certificate
 Balance or Notional
 Amount
	Class A-1 Certificates	 	3.2210	%	 	$63,326,000	 
	Class A-2 Certificates	 	4.0740	%	 	$73,996,000	 
	Class A-3 Certificates	 	3.9780	%	 	$9,903,000	 
	Class A-SB Certificates	 	4.1930	%	 	$35,858,000	 
	Class A-4 Certificates	 	3.9530	%	 	$200,000,000	 
	Class A-5 Certificates	 	4.2170	%	 	$244,803,000	 
	Class X-A Certificates	 	0.6708	%(1)	 	$627,886,000	 
	Class X-B Certificates	 	0.1064	%(1)	 	$173,790,000	 
	Class X-D Certificates	 	1.6813	%(1)	 	$41,485,000	 
	Class X-E Certificates	 	0.8500	%(1)	 	$15,697,000	 
	Class X-F Certificates	 	0.8500	%(1)	 	$10,091,000	 
	Class X-G Certificates	 	0.8500	%(1)	 	$28,031,455	 
	Class A-S Certificates	 	4.4670	%	 	$86,334,000	 
	Class B Certificates	 	4.6813	%	 	$49,334,000	 
	Class C Certificates	 	4.6813	%	 	$38,122,000	 
	Class D Certificates	 	3.0000	%	 	$41,485,000	 
	Class E Certificates	 	3.8313	%	 	$15,697,000	 
	Class F Certificates	 	3.8313	%	 	$10,091,000	 
	Class G Certificates	 	3.8313	%	 	$28,031,455	 
	Class R Certificates	 	None	 	 	N/A(3)	 
	Class V Certificates	 	None	 	 	N/A(3)	 
	RR Interest	 	None(4)	 	 	$47,209,497.67	 





 





 






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



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G
                                         Certificates will have a Certificate Balance; rather, such Classes will accrue interest
                                         as provided herein on the Class X-A Notional Amount, the Class X-B Notional
                                         Amount, the Class X-D Notional Amount, the Class X-E Notional Amount, the Class X-F Notional
                                         Amount or the Class X-G Notional Amount, as applicable.



 


		(3)	Neither
                                         the Class R nor the Class V Certificates will have a Certificate Balance or
                                         a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums
                                         or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier
                                         REMIC Distribution Account, after all required distributions under this Agreement have
                                         been made to each Class of Regular Certificates will be deemed distributed to the
                                         Class UR Interest and shall be payable to the Holders of the Class R Certificates.



 


		(4)	The RR
                                         Interest will be entitled to interest on any Distribution Date equal to the Retained
                                         Certificate Interest Distribution Amount.



 






    -3- 


     


    




 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $944,189,953.


 


WHOLE LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Mortgage
    Loan	Pari
    Passu Companion Loan(s)	Subordinate
    Companion Loan(s)
	1	1745
    Broadway	Non-Serviced	WFCM
    2018-1745	Note
    A-5

    Note A-6	Note
A-1

Note A-2 

        Note
A-3

Note A-4 

        Note
A-7 

        Note
A-8 
	N/A
	2	Griffin
    Portfolio II	Serviced	N/A	Note
        A-1-1


        Note
        A-1-2-2

	Note
    A-1-2-1

    Note A-2-1

    Note A-2-2-1

    Note A-2-2-2

    Note A-2-3	N/A
	3	Pfizer
    Building	Serviced	N/A	Note
        A-1

        Note A-4


        Note
        A-5

	Note
        A-2


        Note
        A-3

	N/A
	4	Showcase
    II	Serviced	N/A	Note
    A-1	Note
        A-2


        Note
        A-3

	N/A
	8	Plaza
    Frontenac	Servicing
    Shift	(1)	Note
    A-2	Note
    A-1	N/A
	9	Town
    Center Aventura	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	12	Fair
    Oaks Mall	Non-Serviced	BANK
    2018-BNK12	Note
    A-1-2	Note
    A-1-1

    Note A-2-1

    Note A-2-2

    Note A-2-3	Note
    B-1

    Note B-2
	13	Anderson
    Towne Center	Serviced	N/A	Note
    A-1	Note
    A-2	N/A
	14	181
    Fremont Street	Non-Serviced	BMARK
    2018-B4	Note
    A-3	Note
        A-1


        Note
        A-2


        Note
        A-4


        Note
        A-5


        Note
        A-6-1


        Note
        A-6-2

	N/A
	15	Shoppes
    at Chino Hills	Non-Serviced	MSC
    2018-H3	Note
    A-2	Note
        A-1


        Note
        A-3


        Note
        A-4

	N/A
	19	CoolSprings
    Galleria	Non-Serviced	BANK
    2018-BNK12	Note
    A-4-2	Note
        A-1


        Note
        A-2


        Note
        A-3


        Note
        A-4-1

	N/A



 





 






		(1)	The
                                         subject Whole Loan will be serviced under this Agreement until the Servicing Shift Securitization
                                         Date for the related Servicing Shift Lead Note, after which the subject Whole Loan will
                                         be serviced pursuant to the pooling and servicing agreement for the securitization of
                                         such Servicing Shift Lead Note.






 


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


 


The Companion Loans are
not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part
of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to


 



    -4- 


     


    

 


the extent that
such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


“1745 Broadway
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of July 1, 2018, by and between the holders of the
respective promissory notes evidencing the 1745 Broadway Whole Loan, setting forth the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


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


 


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


 


“181 Fremont
Street Intercreditor Agreement”: That Co-Lender Agreement, dated as of May 7, 2018, by and between the holders of the
respective promissory notes evidencing the 181 Fremont Street Whole Loan, setting forth the relative rights of such holders, as
the same may be amended in accordance with the terms thereof.


 


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


 


“AB Control
Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term
under the related AB Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole Loan related to the Trust.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, the Fair Oaks Mall Intercreditor Agreement is the only
AB Intercreditor Agreement related to the Trust.


 






    -5- 


     


    

 



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


 


“AB Mortgage Loan”:
A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. The
Fair Oaks Mall Mortgage Loan is the only AB Mortgage Loan related to the Trust.


 


“AB Mortgaged Property”:
The Mortgaged Property which secures the related AB Whole Loan. Fair Oaks Mall is the only AB Mortgaged Property related to the
Trust.


 


“AB Subordinate Companion
Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by
the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and
which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents
and as provided in the related Intercreditor Agreement. The Fair Oaks Mall Subordinate Companion Loans are the only AB Subordinate
Companion Loan related to the Trust.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and one or more related AB Subordinate Companion Loans. The Fair Oaks Mall Whole
Loan is the only AB Whole Loan related to the Trust.


 


“AB Whole Loan Controlling
Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling Noteholder”
or similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no AB Whole
Loan Controlling Holder.


 


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


 


“Acceptable Insurance Default”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default under the related
Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the
related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not
specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with
respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar
acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the
applicable Master Servicer and the applicable Special Servicer may forbear taking any enforcement action,


 






    -6- 


     


    

 


provided that
the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect
to a Specially Serviced Loan) has determined (i) prior to the occurrence and continuance of a Control Termination Event, with
the consent of the Directing Certificateholder, (ii) after a Control Termination Event has occurred and is continuing, but prior
to the occurrence and continuance of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder
and (iii) with respect to any Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Party
(in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with
respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced
AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement)), in its reasonable judgment,
based on inquiry consistent with the Servicing Standard, that either (a) such insurance is not available at commercially reasonable
rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property
and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available
at any rate; provided, however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan,
the Serviced AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related
Intercreditor Agreement) and the Risk Retention Consultation Party will not have more than thirty (30) days to respond to the
applicable Master Servicer’s or the applicable Special Servicer’s, as applicable, request for such consent; provided,
further, that upon the applicable Master Servicer’s or the applicable Special Servicer’s, as applicable, determination
consistent with the Servicing Standard, that exigent circumstances do not allow the applicable Master Servicer or the applicable
Special Servicer, as applicable, to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any
applicable Serviced AB Whole Loan Controlling Holder, as applicable, such Master Servicer or such Special Servicer, as applicable,
is not required to do so. The applicable Master Servicer (at its own expense) and the applicable Special Servicer (at the expense
of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


“Actual/360 Mortgage Loans”:
The Mortgage Loans that accrue interest on an Actual/360 Basis.


 


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


 


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


 






    -7- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Advisers Act”:
As defined in Section 5.03(t).


 


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


 


“Affected Reporting Party”:
As defined in Section 11.12.


 


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


 


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


 


“Aggregate Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(a)           the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion
of Loss of Value Payments deposited into the Collection Accounts pursuant to Section 3.05(g) of this Agreement) and any
REO


 






    -8- 


     


    

 


Property (including
Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicers pursuant to
Section 3.17(a)) on deposit in the Collection Accounts (in each case, exclusive of any amount on deposit in or credited
to any portion of a Collection Account that is held for the benefit of the Serviced Companion Holders) as of the close of business
on the related P&I Advance Date, exclusive of (without duplication):


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           if
and to the extent not already included in clause (a), the aggregate amount transferred from the REO Accounts allocable to
the Mortgage Loans to the


 






    -9- 


     


    

 


applicable Collection
Account for such Distribution Date pursuant to Section 3.14(c) if received by the applicable Master Servicer on or prior
to the related Determination Date;


 


(c)           the
aggregate amount of any Compensating Interest Payments made by the Master Servicers in respect of the Mortgage Loans with respect
to such Distribution Date and P&I Advances made by the Master Servicers or the Trustee, as applicable, with respect to the
Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations
Reviewer Fee, and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which
such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and


 


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


 


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


 


“Aggregate Excess Prepayment
Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made
on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the Master
Servicers’ Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments
allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.


 


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


 


“Aggregate Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled Principal
Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution
Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any


 






    -10- 


     


    

 


servicing advance with
respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage
Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections
on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate
Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included
in the Aggregate Principal Distribution Amount for such Distribution Date (provided, further, that, in the case
of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage
Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase
the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).


 


“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Allocated Appraisal Reduction
Amount”: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of such Appraisal
Reduction Amount.


 


“Allocated Collateral Deficiency
Amount”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral Deficiency
Amount.


 


“Allocated Cumulative Appraisal
Reduction Amount”: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such Cumulative
Appraisal Reduction Amount.


 


“Anderson Towne Center Intercreditor
Agreement”: That certain agreement between note holders, dated as of July 27, 2018, by and between the holders of the respective
promissory notes evidencing the Anderson Towne Center Whole Loan, setting forth the relative rights of such holders, as the same
may be amended in accordance with the terms thereof.


 


“Anticipated Repayment Date”:
With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at the Revised Rate.


 


“Applicable Laws”:
As defined in Section 8.15.


 


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


 


“Appraisal”: An
appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the


 






    -11- 


     


    

 


Federal Deposit Insurance
Corporation (FDIC), and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used
to support real estate-related financial transactions, as amended from time to time. Any Appraisal ordered by the applicable Master
Servicer or applicable Special Servicer shall be performed by an Independent MAI-designated appraiser.


 


“Appraisal Reduction Amount”:
For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, or any
Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the applicable Special
Servicer (and, prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing
Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder), and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect
to an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination
Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days
following the date on which the applicable Special Servicer receives an Appraisal (together with information requested by the applicable
Special Servicer from the applicable Master Servicer in accordance with this Agreement that is in the possession of the applicable
Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation as described below,
equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
(1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage Loan or Serviced Whole
Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be
paid by the applicable Master Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer
(or at the applicable Special Servicer’s election, by one or more MAI appraisals obtained by the applicable Special Servicer)
with respect to any Mortgage Loan or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000,
minus, with respect to any Appraisals, such downward adjustments as the applicable Special Servicer may make (without implying
any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant; provided that,
in the case of an NCB Co-op Mortgage Loan, such Appraised Value shall be determined (i) except as provided in clause (ii) below,
in the case of each Mortgaged Property, assuming such Mortgaged Property is operated as a residential cooperative with such value,
in general, to equal the sum of (x) the gross share value of all cooperative units in such residential cooperative property (applying
a discount for units that are subject to existing rent regulated, rent stabilized or rent controlled rental tenants as and if deemed
appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y)
the amount of the underlying debt encumbering such residential cooperative property and (ii) if the applicable Special Servicer
determines, in accordance with the Servicing Standard, that there is no reasonable expectation that the related Mortgaged Property
will be operated as a residential cooperative following any work-out or liquidation of the related Mortgage Loan, assuming such
Mortgaged Property is operated as a multifamily rental property; and (B) all escrows, letters of credit and reserves in respect
of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due
Date occurring in the month of the


 






    -12- 


     


    

 


date of determination,
(A) to the extent not previously advanced by the applicable Master Servicer or the Trustee, all unpaid interest due on such Mortgage
Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any
Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all
P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan,
as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon
at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and
unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due
and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced
Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance
by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable); provided, however,
that without limiting the applicable Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation,
if the applicable Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above
within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses
(i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause
(i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial
delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to
25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time
as such appraisal or valuation referred to above is received (together with information reasonably requested by the applicable
Special Servicer from the applicable Master Servicer in accordance with Section 4.05 of this Agreement that is in the possession
of such Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or performed by the applicable Special
Servicer and the Appraisal Reduction Amount is calculated by the applicable Special Servicer as of the first Determination Date
that is at least ten (10) Business Days after the later of (a) the applicable Special Servicer’s receipt of such Appraisal
or the completion of the valuation and receipt of information from the applicable Master Servicer that is in the applicable Master
Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence of such
Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special Servicer shall order
and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the applicable Master Servicer as a Servicing
Advance); provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause
(i) of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts
to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and with respect
to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the applicable
Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred
twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however,
that in no event shall the applicable Special Servicer be required to order any such Appraisal prior to the conclusion of such
sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall
be promptly delivered in electronic format by the applicable Special Servicer to


 






    -13- 


     


    

 


the applicable Master Servicer and the Directing
Certificateholder (but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation
Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder), the Certificate
Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the applicable Master Servicer shall provide
the applicable Special Servicer with the information as set forth in Section 4.05(a) within four (4) Business Days of its
receipt of any such request. No Master Servicer shall calculate Appraisal Reduction Amounts.


 


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


 


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


 


Any Appraisal Reduction Amount in respect
of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the applicable party
under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute an “Appraisal
Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and the applicable Master
Servicer, the applicable Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.


 


“Appraisal Reduction Event”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, and Serviced Whole Loan,
the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace
Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or Serviced
Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on
such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, or a change in any other material economic term
of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable (other than an extension of the Maturity
Date), becomes effective as a result of a modification of such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan,
as applicable, by the applicable Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed
for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property
declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after the date
on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety
(90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan or Serviced Companion
Loan or Serviced Whole Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120) days after
the Maturity Date of the Mortgage Loan


 






    -14- 


     


    

 


or Serviced Companion
Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii)
immediately after such Mortgage Loan or Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided
that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply if the related Mortgage
Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not
occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero.
The applicable Special Servicer shall notify the applicable Master Servicer, the Directing Certificateholder, and the Operating
Advisor, if applicable, or the applicable Master Servicer shall notify the applicable Special Servicer and the Operating Advisor,
as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation
to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section
4.05.


 


“Appraisal Review Period”:
As defined in Section 1.01(a)(ii).


 


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


 


“Appraised Value”:
(i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property and a Mortgaged Property securing an NCB
Co-op Mortgage Loan), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing
the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable, (ii) with respect to each Mortgaged Property
securing an NCB Co-op Mortgage Loan, the Appraised Value thereof based upon the most recent Appraisal obtained or conducted, as
appropriate, pursuant to this Agreement and determined as if such property were operated as a residential cooperative (such “Appraised
Value” generally equals the sum of (x) the gross share value of all cooperative units in such residential cooperative property
(applying a discount for units that are subject to existing rent-regulated or rent-controlled rental tenants as and if deemed appropriate
by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (y) the amount
of the underlying debt encumbering such residential cooperative property) and (iii) with respect to a Non-Serviced Mortgaged Property,
the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


“Asset Representations Reviewer”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors-in-interest.


 


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


 


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


 






    -15- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset Review Report”:
As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset Review substantially
in the form attached hereto as Exhibit OO.


 


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


 


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


 


“Asset Review Trigger”:
Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any successor REO Loans (or a portion of any REO Loan corresponding to
the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period
are Delinquent Loans or (2) (A) prior to and including the second (2nd) anniversary of the Closing Date, at least ten (10) Mortgage
Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding Principal Balance of such Delinquent
Loans in the aggregate constitutes at least 15% of the aggregate outstanding principal balance of all of the Mortgage Loans (including
any successor REO Loans (or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan))
held by the Trust as of the end of the applicable Collection Period, or (B) after the second (2nd) anniversary of the Closing Date,
at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including


 






    -16- 


     


    

 


any successor REO Loans
(or a portion of any REO Loan corresponding to the predecessor Mortgage Loan, in the case of a Whole Loan)) held by the Trust
as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


“Assignment of Leases”:
With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor,
assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of
all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified,
renewed or extended through the date hereof and from time to time hereafter.


 


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


 


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


 


“Authenticating Agent”:
The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to
Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating agent is appointed
pursuant to Section 5.02(a), such successor authenticating agent.


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-Retained Percentage of the Aggregate Available
Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.


 






    -17- 


     


    

 


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


 


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


 


“BANK 2018-BNK12 Pooling and
Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2018, among Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer
and as NCB special servicer, AEGON USA Realty Advisors, LLC, as Fair Oaks Mall special servicer, Wells Fargo Bank, National Association,
as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer.


 


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


 


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


 


“Benchmark 2018-B4 Pooling
and Servicing Agreement”: The pooling and servicing agreement, dated as of July 1, 2018, among Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management
LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


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


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.
For the avoidance of doubt, with respect to an NCB Co-op Mortgage Loan, a person shall not be considered a “Borrower Party”
solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related
borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result of any foreclosure,
transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).


 


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


 






    -18- 


     


    

 


Accelerated Mezzanine
Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Breach”: With respect
to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b) of
the related Mortgage Loan Purchase Agreement.


 


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


 


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


 


“Certificate”: Any
one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the RR
Interest shall be a Certificate.


 


“Certificate Administrator”:
Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Wells Fargo
Bank, National Association shall perform the certificate administrator role through its Corporate Trust Services division.


 


“Certificate Administrator
Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities
under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator
shall pay the Trustee Fee to the Trustee.


 


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.0077% per annum and
the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related
Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution
Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 






    -19- 


     


    

 


“Certificate Balance”:
With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution Date, an amount equal to
the Original Certificate Balance of such Class of Principal Balance Certificates as specified in the Preliminary Statement hereto
and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal
Balance Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant
to Section 1.02(iii)).


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by either Master Servicer,
either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed
not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded
Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect
to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned
by a Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to such Special Servicer or such Affiliate
solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval,
waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply
in the case of either Master Servicer, either Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless
such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in
the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review
and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject to the Asset Review); provided, further,
that so long as there is no Servicer Termination Event with respect to a Master Servicer or a Special Servicer, as applicable,
such Master Servicer and such Special Servicer or any such


 






    -20- 


     


    

 


Affiliate thereof shall
be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such
party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that such
restrictions shall not apply to (i) the exercise of either Special Servicer’s, either Master Servicer’s or any Mortgage
Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the
Depositor, either Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator that has provided an
Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of
information between it and the Depositor, such Master Servicer, such Special Servicer, the Trustee or the Certificate Administrator,
as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of
any Master Servicer, any Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize
as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the
Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder Quorum”:
The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized
Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Allocated
Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance
Certificates (other than the RR Interest) on an aggregate basis.


 


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


 


“Certification Parties”:
As defined in Section 11.06.


 


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


 


“Certifying Person”:
As defined in Section 11.06.


 


“Certifying Servicer”:
As defined in Section 11.09.


 


“Class”: With respect
to any Certificates, Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if applicable, numerical)
Class designation and each designated Lower-Tier Regular Interest. For the avoidance of doubt, the RR Interest shall be a Class.


 


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


 


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


 






    -21- 


     


    

 


“Class A-1 Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 3.2210%.


 


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


 


“Class A-2 Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 4.0740%.


 


“Class A-3 Certificate”:
A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class A-3 Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 3.9780%.


 


“Class A-4 Certificate”:
A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class A-4 Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 3.9530%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class A-5 Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.2170% and (ii) the Weighted Average
Net Mortgage Rate for such Distribution Date.


 


“Class A-S Certificate”:
A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class A-S Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.4670% and (ii) the Weighted Average
Net Mortgage Rate for such Distribution Date.


 


“Class A-SB Certificate”:
A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class A-SB Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.1930% and (ii) the Weighted Average
Net Mortgage Rate for such Distribution Date.


 






    -22- 


     


    

 


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


 


“Class B Certificate”:
A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


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


 


“Class C Certificate”:
A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


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


 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class D Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 3.0000%.


 


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class E Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average Net Mortgage Rate for such Distribution
Date less (ii) less 0.8500%, but not less than 0.0000%.


 


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class F Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average Net Mortgage Rate for such Distribution
Date less (ii) less 0.8500%, but not less than 0.0000%.


 


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class G Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to (i) the Weighted Average Net Mortgage Rate for such Distribution
Date less (ii) less 0.8500%, but not less than 0.0000%.


 


“Class LA1 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 






    -23- 


     


    

 


“Class LA2 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA3 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA5 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 


“Class LE Uncertificated Interest”:
An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original


 






    -24- 


     


    

 


Lower-Tier Principal
Amount and per annum rate of interest set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing
the sole Class of “residual interests” in each Trust REMIC.


 


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


 


“Class V Certificate”:
Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit
A-3 and designated as a Class V Certificate, and evidencing undivided beneficial ownership of the Class V Specific Grantor
Trust Assets.


 


“Class V Specific Grantor
Trust Assets”: The portion of the Trust Fund consisting of a portion of the Excess Interest equal to the products of
(a) Non-Retained Percentage and (b) the aggregate amount of Excess Interest received on or prior to the related Determination Date,
related amounts in the Excess Interest Distribution Account and the proceeds thereof.


 


“Class X Certificates”:
The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G Certificates, as the context may require.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class X-A Notional Amount”:
As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates (other than the Class A-S
Certificates).


 


“Class X-A Pass-Through Rate”:
The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average
Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A Certificates
(other than the Class A-S Certificates) for such


 






    -25- 


     


    

 


Distribution Date,
weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate
applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement
hereto.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


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


 


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


 


“Class X-D Certificate”:
A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC.


 


“Class X-D Notional Amount”:
As of any date of determination, the Certificate Balance of the Class D Certificates.


 


“Class X-D Pass-Through Rate”:
The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average
Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class D Certificates. The Pass-Through
Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary
Statement hereto.


 


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


 


“Class X-E Notional Amount”:
As of any date of determination, the Certificate Balance of the Class E Certificates.


 


“Class X-E Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 0.8500%.


 


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


 


“Class X-F Notional Amount”:
As of any date of determination, the Certificate Balance of the Class F Certificates.


 






    -26- 


     


    

 


“Class X-F Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 0.8500%.


 


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


 


“Class X-G Notional Amount”:
As of any date of determination, the Certificate Balance of the Class G Certificates.


 


“Class X-G Pass-Through Rate”:
With respect to any Distribution Date, a per annum rate equal to 0.8500%.


 


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


 


“Clearstream”: Clearstream
Banking, société anonyme or any successor thereto.


 


“Closing Date”:
August 2, 2018.


 


“CMBS”: Commercial
mortgage-backed securities.


 


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


 


“Collateral Deficiency Amount”:
With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated by the applicable Special
Servicer (other than with respect to any Non-Serviced Mortgage Loan) or the applicable Master Servicer (with respect to any Non-Serviced
Mortgage Loan), equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related
junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to
the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged
Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation of
any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of
the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage
Loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property
or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause
(y) will be taken into account solely to the extent relevant information is received by the applicable Master Servicer), plus
(z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely
to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender
in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be
determined separately from and exclude any related Appraisal Reduction Amounts. The applicable Master Servicer, the Operating Advisor
and the Certificate Administrator shall be entitled to conclusively rely on the applicable Special


 






    -27- 


     


    

 


Servicer’s calculation
or determination of any Collateral Deficiency Amount (other than with respect to a Non-Serviced Mortgage Loan). The applicable
Special Servicer and the Operating Advisor shall be entitled to conclusively rely on the applicable Master Servicer’s calculation
of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan.


 


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


 


“Collection Account”:
A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer, shall be entitled
“Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series
2018-BNK13, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative
Bank, N.A., as NCB Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2018-BNK13 Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each
Serviced Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent
set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that
is part of the applicable Collection Account shall be for the benefit of the Serviced Companion Noteholders, to the extent funds
on deposit in such subaccount are attributed to the Companion Loans and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


“Collection Period”:
With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which that Distribution Date
occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month
and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in which that Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not a Business Day, any Periodic
Payments received with respect to the Mortgage Loans or Companion Loan relating to such Collection Period on the Business Day immediately
following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period.


 


“Commission”: The
Securities and Exchange Commission.


 


“Companion Distribution Account”:
With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent pursuant
to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Wells Fargo
Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion
Loans, relating to the


 






    -28- 


     


    

 


BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13, Companion Distribution Account”. The Companion Distribution Account
shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent
on behalf of the Serviced Companion Noteholders. Any such account shall be an Eligible Account. Notwithstanding the foregoing,
if the General Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the
subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured by the same Mortgage(s)
encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan. With respect to each Whole
Loan, the Pari Passu Companion Loan(s) and the Subordinate Companion Loan(s) (if any) are evidenced by the promissory notes opposite
such Whole Loan, set forth in the chart entitled “Whole Loans” in the Preliminary Statement, as such promissory notes
may be further divided.


 


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


 


“Companion Paying Agent”:
With respect to the Serviced Companion Loans, if any, the General Master Servicer in its role as Companion Paying Agent appointed
pursuant to Section 3.25(c).


 


“Compensating Interest Payment”:
With respect to each Master Servicer, an aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate
amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the
Mortgage Loans (other than Non–Serviced Mortgage Loans) for which such Master Servicer is acting as Master Servicer and any
related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related
Serviced Pari Passu Companion Loan on which the applicable Special Servicer allowed a prepayment on a date other than the applicable
Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of such Master Servicer’s Servicing
Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than a Non–Serviced Mortgage Loan), Serviced
Pari Passu Companion Loan and REO Loan for which such Master Servicer is acting as Master Servicer for which Servicing Fees are
being paid to such Master Servicer in such Collection Period, calculated at a rate of 0.002500% per annum, (B) all Prepayment
Interest Excesses received by such Master Servicer during such Collection Period with respect to the Mortgage Loans (other than
the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu
Companion Loan) for which such Master Servicer is acting as Master Servicer subject to such prepayment and (C) to the extent earned
on voluntary principal prepayments, net investment earnings payable to such Master Servicer for such Collection Period received
by such Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) for which such Master Servicer is acting as Master Servicer or any related Serviced Pari Passu Companion Loan, as applicable,
subject to such prepayment. In no event will the


 






    -29- 


     


    

 


rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs
with respect to a Mortgage Loan as a result of the applicable Master Servicer’s allowing the related Mortgagor to deviate
(a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments
(other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the
Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances
where the applicable Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard,
(Y)(i) at the request or with the consent of the applicable Special Servicer, or (ii) so long as no Control Termination Event
has occurred and is continuing, and other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder
of the majority of the Controlling Class, at the request or with the consent of the Directing Certificateholder or (Z) in connection
with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment
for the related Distribution Date, such Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount
of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection
with such Prohibited Prepayments. No Master Servicer shall be required to make any Compensating Interest Payment as a result of
any prepayments on Mortgage Loans or Companion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion
Loan.


 


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


 


“Consultation Termination
Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Allocated Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class E Certificates is the majority
Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling
Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder pursuant to
Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation of clause
(ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E of Certificates that
has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided
that a Consultation Termination Event shall not be deemed continuing in the event that the Certificate Balances of the Certificates
other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on
the Mortgage Loans.


 


“Consumer Price Index for
All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S. Department
of Labor.


 






    -30- 


     


    

 


“Control Eligible Certificates”:
Any of the Class E, Class F and Class G Certificates.


 


“Control Termination Event”:
The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application of any Allocated
Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) being allocated to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the
Class E Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing,
to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor
controlling class certificateholder pursuant to Section 3.23(l); provided that a Control Termination Event shall
not be deemed continuing in the event that the Certificate Balances of the Certificates other than the Control Eligible Certificates
and the RR Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


“Controlling Class”:
As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate
Certificate Balance as notionally reduced by any Allocated Cumulative Appraisal Reduction Amounts allocable to such Class in accordance
with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided, however,
that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates and the RR Interest
have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class
shall be the most subordinate class among the Control Eligible Certificates that has a Certificate Balance greater than zero without
regard to any Allocated Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class
G Certificates.


 


“Controlling Class Certificateholders”:
Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar,
from time to time, upon request by any party hereto. The Depositor, the Trustee, either Master Servicer, either Special Servicer
or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator
provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator
shall promptly provide such list without charge to such Depositor, Trustee, Master Servicers, Operating Advisor or Special Servicers,
as applicable. The Trustee, the Master Servicers, the Special Servicers and the Operating Advisor shall be entitled to rely on
any such list so provided.


 


“Controlling Companion Loan”:
With respect to a Servicing Shift Whole Loan, the related Companion Loan which, in accordance with the related Intercreditor Agreement,
will be the “Control Note” or similarly defined term as identified in the related Intercreditor Agreement after the
securitization of such Companion Loan. As of the Closing Date, Note A-1 is the Controlling Companion Loan with respect to the Plaza
Frontenac Whole Loan.


 


“Conveyed Property”:
As defined in Section 2.01(a).


 






    -31- 


     


    

 


“CoolSprings Galleria Intercreditor
Agreement”: That certain amended and restated agreement between note holders, dated as of July 17, 2018, by and between
the holders of the respective promissory notes evidencing the CoolSprings Galleria Whole Loan, setting forth the relative rights
of such holders, as the same may be amended in accordance with the terms thereof.


 


“Corporate Trust Office”:
The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor,
MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee BANK 2018-BNK13; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2018-BNK13.


 


“Corrected Loan”:
Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments (for such
purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable, whether
by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and
(provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan during
such preceding three (3) months, no additional event of default is foreseeable in the reasonable judgment of the applicable Special
Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise
constitute a Specially Serviced Loan) the servicing of which the applicable Special Servicer has returned to the applicable Master
Servicer pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, each Master Servicer, each Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


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


 


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


 






    -32- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC® Intellectual
Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan
related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at
the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan
or REO Loan as of the close of business on the


 






    -33- 


     


    

 


Distribution Date in
such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or REO Loan is computed
and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty
License Fee shall be deemed payable by the Master Servicers from the Lower-Tier REMIC.


 


“CREFC® Intellectual
Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.0005% per annum.


 


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


 


“CREFC® Investor
Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®
Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains eight
electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®
Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC®
Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File (with respect
to the General Master Servicer)) and eleven surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC®
Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status
Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® Servicer Remittance to Certificate Administrator, (8) CREFC®
Significant Insurance Event Report, (9) CREFC® NOI Adjustment Worksheet, (10) CREFC® Loan Level Reserve/LOC
Report and (11) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan
Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery
Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC®
Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.
The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called
for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the applicable Master Servicer
or the applicable Special Servicer of any such report that is required to state information for any period prior to the Cut-off
Date, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may conclusively rely (without independent
verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or
(x) in the case of such a report produced by either Master Servicer, by the


 






    -34- 


     


    

 


applicable Special
Servicer (if other than such Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by either
Special Servicer, by the applicable Master Servicer (if other than such Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC® Operating
Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such


 






    -35- 


     


    

 


information as may
be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


“CREFC® Schedule
AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally; provided that the Depositor
shall confirm in writing to each Master Servicer and the Certificate Administrator that any change to such “Schedule AL File”
format complies with all requirements of Item 1125 of Regulation AB.


 


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


 


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


 


“CREFC® Servicer
Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced Loan
satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC®
in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information
called


 






    -36- 


     


    

 


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


 


“CREFC® Significant
Insurance Event Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Significant Insurance Event Report” available and effective from time to time on the CREFC®
Website.


 


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


 


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


 


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


 


“Cross-Over Date”:
The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been reduced to zero
as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed Mortgage Loan Group”:
With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the underlying group of loans that
are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual mortgage loans that are cross-collateralized
and cross-defaulted with each other, such cross-collateralized and cross-defaulted mortgage loans. For the avoidance of doubt,
there are no Crossed Mortgage Loan Groups related to the Trust.


 


“Crossed Underlying Loan”:
With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and cross-defaulted with one or more
other mortgage loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there are no Crossed Underlying Loans
related to the Trust.


 


“Crossed Underlying Loan Repurchase
Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed Underlying
Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected by
such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed
Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying
Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the four most recently reported
calendar quarters preceding the repurchase or substitution shall


 






    -37- 


     


    

 


not be less than the
least of (a) 0.10x below the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying
Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including
the affected Crossed Underlying Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and
(c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the related Mortgage Loan Seller
shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal
place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set forth in Annex A-1
to the Prospectus plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place),
for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time of repurchase or
substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate
Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying
Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan
to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase
or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying
Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against the Primary Collateral for
the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder) unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have
consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld,
conditioned or delayed.


 


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


 


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


 


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


 


“Custodian”: A Person
who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National Association
is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be


 






    -38- 


     


    

 


the initial Custodian.
Wells Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division.


 


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in August 2018, or with respect to any Mortgage
Loan that has its first Due Date in September 2018, the date that would have otherwise been the related Due Date in August 2018.


 


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


 


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


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days
in respect of its Periodic Payments (other than a Balloon Payment) or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period will be 120 days if the related Mortgagor has provided the applicable Master
Servicer or applicable Special Servicer, as applicable, with documentation reasonably satisfactory in form and substance to the
applicable Master Servicer or the applicable Special Servicer, as applicable (and the Master Servicer or Special Servicer, as applicable,
shall be required to promptly forward such documentation to the Directing Certificateholder), which provides that a refinancing
of such Mortgage Loan or sale of the related Mortgaged Property shall occur within 120 days after the date on which such Balloon
Payment will become due (provided that if either such refinancing or sale does not occur before the expiration of the time
period for refinancing or sale specified in such documentation or the applicable Master Servicer is required to make a P&I
Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included
in the same Whole Loan) at any time prior to such refinancing or sale, such Mortgage Loan will become a Defaulted Loan immediately);
and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage
or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to
which such Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced
by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 






    -39- 


     


    

 


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


 


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


 


“Deficient Exchange Act Deliverable”:
With respect to a Master Servicer, a Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other
than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party
pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


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


 


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


 


“Delinquent Loan”:
A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in
either case such delinquency to be determined without giving effect to any Grace Period.


 


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


 


“Depositor”: Wells
Fargo Commercial Mortgage Securities, Inc., a North Carolina corporation, or its successor in interest.


 


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


 






    -40- 


     


    

 


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


 


“Designated Site”:
The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


 


“Determination Date”:
With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th) calendar day
of that month is not a Business Day, then the next Business Day), commencing in September 2018.


 


“Diligence File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in electronic format:


 


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


 


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


 


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


 


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


 


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


 


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


 






    -41- 


     


    

 


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


 


(vii)        any
Intercreditor Agreement relating to permitted debt of the Mortgagor, including any intercreditor agreement relating to a Serviced
Whole Loan;


 


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


 


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


 


(x)           other
than with respect to an NCB Co-op Mortgage Loan, any property management agreement relating to a Mortgage Loan or a Serviced Whole
Loan;


 


(xi)          any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan;


 


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


 


(xiii)        any
related mezzanine intercreditor agreement;


 


(xiv)        all
related environmental reports; and


 


(xv)         all
related environmental insurance policies;


 


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


 


(c)           other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property) or an NCB Co-op
Mortgage Loan, copies of a rent roll;


 


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


 


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


 






    -42- 


     


    

 


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


 


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


 


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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of any origination settlement statement;


 


(r)            a
copy of the Insurance Summary Report;


 


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


 


(t)            a
copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;


 


(u)           a
copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


 


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


 


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


 


in each case, to the extent that the related originator
received such documents in connection with the origination of such Mortgage Loan. In the event any of the items identified above
were not


 






    -43- 


     


    

 


included in connection with the origination of such Mortgage Loan (other than documents that would not be included in
connection with the origination of the Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan
of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary to
the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute
part of the Diligence File. It is generally not required to include any of the same items identified above again if such items
have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement
to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents as part of the Diligence
File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


“Directing Certificateholder”:
(A) With respect to a Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan-Specific Directing
Certificateholder, and (B) with respect to each Mortgage Loan (other than each Servicing Shift Mortgage Loan), the initial Directing
Certificateholder shall be Torchlight Investors, LLC, a Delaware limited liability company. Thereafter, with respect to the Mortgage
Loans described in clause (B) of the first sentence of this definition, the Directing Certificateholder shall be the Controlling
Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders (by
Certificate Balance, as determined by the Certificate Registrar) from time to time; provided, however, that (i) absent
that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority of
the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) will be the Directing Certificateholder; provided, however, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the
continuance of a Control Termination Event, the Directing Certificateholder, as described in clause (B) of the first sentence of
this definition shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence
of a Consultation Termination Event, there will be no Directing Certificateholder as described in clause (B) of the first sentence
of this definition. The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder
upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information
provided by the Depositor. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint
a Directing Certificateholder, as described in clause (B) of the first sentence of this definition, or to exercise any of the rights
of the Controlling Class Certificateholder, there will be no such Directing Certificateholder and no party will be entitled to
exercise any of the rights of such Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated
pursuant to Section 3.23(l) hereof and a new such Directing Certificateholder is appointed in accordance with the terms
hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing
Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the


 






    -44- 


     


    

 


Controlling Class (as
confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


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


 


“Disclosable Special Servicer
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan (including any related REO Property), any compensation and other remuneration (including, without limitation, in the form
of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the applicable
Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such
Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any such
Mortgage Loan or Serviced Companion Loan, the management or disposition of such REO Property, and the performance by the applicable
Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted
Special Servicer/Affiliate Fees and (2) any compensation to which the applicable Special Servicer is entitled pursuant to Section
3.11 of this Agreement or any Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


“Disqualified Non-U.S. Tax
Person”: With respect to the Class R Certificates, any Non-U.S. Tax Person or its agent other than (a) a Non-U.S. Tax
Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (b) a Non-U.S. Tax Person that has
delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class R Certificates to it is in accordance with the requirements of the Code and


 






    -45- 


     


    

 


the regulations promulgated
thereunder and that such transfer of the Class R Certificates will not be disregarded for federal income tax purposes.


 


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


 


“Distribution Accounts”:
Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution
Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.


 


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in September 2018. The initial Distribution Date shall
be September 17, 2018.


 


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


 


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


 


“Dodd-Frank Act”:
The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.


 






    -46- 


     


    

 


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


 


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


 


“EDGAR”: As defined
in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A-” by S&P, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than
“A-1” from S&P, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term
unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch), if
the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are to be
held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations or deposits of which are rated
at least “A” by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least
two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), if the
deposits are to be held in such account for thirty (30) days or more, a and the short-term debt obligations or deposits of which
have a short-term rating of not less than “R-1(middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS,
an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed
in a Rating Agency Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account
or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A-” from S&P, “A” from Fitch (to the extent rated by Fitch)
(if the deposits are to be held in the account for more than thirty (30) days) and “A” from DBRS (if then rated by
DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for more than thirty
(30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term


 






    -47- 


     


    

 


unsecured debt rating
shall be at least “A-1” from S&P, “F2” from Fitch (to the extent rated by Fitch) (if the deposits
are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or
if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or
such other rating confirmed in a Rating Agency Confirmation) (if the deposits are to be held in the account for thirty (30) days
or less); (iii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth
in the applicable clause, would be listed in clauses (i) and (ii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, either
Master Servicer or either Special Servicer; (iv) any other account or accounts not listed in clauses (i) and (ii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, either
Master Servicer or either Special Servicer; (v) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A-” from S&P (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured
debt rating of at least “A-1” from S&P (if the deposits are to be held in the account for thirty (30) days or
less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R.
§ 9.10(b); or (vi) in the case of Servicing Accounts or reserve accounts with respect to NCB Mortgage Loans with respect
to amounts posted with the lender for Escrow Payments, repairs, replacements, capital improvements and/or environmental testing
and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance
or rent receivables or negative carry, any account maintained with NCB (provided that, if such account is not otherwise
an Eligible Account, NCB has a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset Representations
Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations reviewer on a
transaction rated by any of Moody’s, Fitch, DBRS, KBRA, S&P or Morningstar and that has not been a special servicer,
operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, DBRS, KBRA, S&P
and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction
citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, either
Master Servicer, either Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder,
the Risk Retention Consultation Party or any of their respective Affiliates, (d) has not performed


 






    -48- 


     


    

 


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


 


“Eligible Operating Advisor”:
An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated
by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a special servicer
or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings
of one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer
or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated
with) the Depositor, the Trustee, the Certificate Administrator, a Master Servicer, a Special Servicer, a Mortgage Loan Seller,
the Directing Certificateholder, the Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator,
a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates;
(d) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x)
in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer
to become a special servicer under this Agreement; and (e) that (i) has been regularly engaged in the business of analyzing and
advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis
and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience
in the workout and management of distressed commercial real estate assets.


 


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


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially Serviced
Loan, (i) in the case of a Repurchase Request made by the applicable Special Servicer, the Directing Certificateholder or a Controlling
Class Certificateholder, the applicable Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other
than the applicable Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a
Resolution Failure relating to such Non-Specially Serviced Loan, the applicable Master Servicer, and (B) from and after a Resolution
Failure relating to such Non-Specially Serviced Loan, the applicable Special Servicer, in each case pursuant to Section 2.03(k)(iv).


 






    -49- 


     


    

 


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


 


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


 


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


 


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


 


“ERISA Restricted Certificate”:
Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements of Prohibited Transaction Exemption
96-22 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan. As
of the Closing Date, each of the Class X-E, Class X-F, Class X-G, Class E, Class F and Class G Certificates and the Class RR Interest
is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest Certificates”:
Any class of commercial mortgage pass-through certificates issued under this Agreement that are designated as evidencing an interest
in the Excess Interest Grantor Trust Assets. The Class V Certificates shall be Excess Interest Certificates.


 


“Excess Interest Distribution
Account”: The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount
of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13,
Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and which must be an Eligible Account (or
a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders
of the Class V Certificates and the RR


 






    -50- 


     


    

 


Interest. The Excess
Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


“Excess Modification Fees”:
With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess,
if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms
of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including,
without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor
but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust
with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and
(B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have
been recovered from the related Mortgagor or otherwise. With respect to each of the Master Servicers and the Special Servicers,
the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any other
Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of
the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver
or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan or Serviced
Whole Loan, as applicable.


 


“Excess Prepayment Interest
Shortfall”: For any Distribution Date, the Non-Retained Percentage of the Aggregate Excess Prepayment Interest Shortfall
for such Distribution Date.


 


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


 






    -51- 


     


    

 


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


 


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


 


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


 


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


 






    -52- 


     


    

 


Administrator in accordance
with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information
delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered
solely by such information being delivered in the manner provided in Section 3.26.


 


“Excluded Loan”:
With respect to (a) the Directing Certificateholder or (except for purposes of determining whether a Servicing Shift Whole Loan
is an Excluded Loan in respect of the related Loan-Specific Directing Certificateholder) the Holder of the majority of the Controlling
Class, any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the
majority of the Controlling Class is a Borrower Party or (b) the Risk Retention Consultation Party or the Holder of the majority
of the RR Interest, any Mortgage Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party
or the Holder of the majority of the RR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class is also an Excluded Controlling Class Loan.
As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


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


 


“Excluded Special Servicer
Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the applicable
Special Servicer obtains knowledge that it has become a Borrower Party. For the avoidance of doubt, there are no Excluded Special
Servicer Loans related to the Trust as of the Closing Date.


 


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


 






    -53- 


     


    

 


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


 


“Fair Oaks Mall Intercreditor
Agreement”: That certain agreement between note holders, dated as of April 27, 2018, by and between the holders of the
respective promissory notes evidencing the Fair Oaks Mall Whole Loan, setting forth the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


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


 


“Final Asset Status Report”:
With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting information
provided by the applicable Special Servicer to the Directing Certificateholder or the Risk Retention Consultation Party which does
not include any communication (other than the related Asset Status Report) between the applicable Special Servicer and Directing
Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan; provided that,
with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, so long as no Control Termination Event has occurred and is continuing, no Asset Status Report shall
be considered to be a Final Asset Status Report unless the Directing Certificateholder has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant
to Section 3.19, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise
implemented by the applicable Special Servicer in accordance with this Agreement. In addition, after the occurrence and during
the continuance of a Control Termination Event, no Asset Status Report shall be a Final Asset Status Report unless and until the
Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted with pursuant to this Agreement. No
such consultation shall be required prior to a Control Termination Event and, during such period, the Operating Advisor is only
required to review Final Asset Status Reports delivered to it by the Special Servicers; provided that the Operating Advisor
shall be required to request delivery of a Final Asset Status Report to the extent it has actual knowledge of such Final Asset
Status Report. Each Final Asset Status Report shall be labeled or otherwise identified or communicated as being final by the applicable
special servicer.


 


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


 


“Final Recovery Determination”:
A reasonable determination by the applicable Special Servicer, in consultation with the Directing Certificateholder if related
to a Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder and made prior to the occurrence and continuance
of a Consultation Termination Event, with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage
Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the applicable Special Servicer or
other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or
(iii) the applicable Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class, or the Holders of
the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenue and other payments


 






    -54- 


     


    

 


or recoveries that,
in the applicable Special Servicer’s judgment, which judgment was exercised without regard to any obligation of such Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect
to all Mortgage Loans other than Excluded Loans with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
shall have ten (10) Business Days to review and approve each such recovery determination by the applicable Special Servicer; provided,
however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10)
Business Days of receipt of the initial recovery determination, such consent shall be deemed given.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Gain-on-Sale Reserve Account”:
A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator,
pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders (other than the Holders of
the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK13,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Gain-on-Sale Reserve


 






    -55- 


     


    

 


Account”. Any
such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“General Master Servicer”:
Wells Fargo Bank, National Association, and its successors in interest and assigns, or any successor thereto (as General Master
Servicer) appointed as provided herein.


 


“General Special Servicer”:
Torchlight Loan Services, LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may require).


 


“Grace Period”:
The number of days before a payment default is an event of default under the related Mortgage Loan.


 


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


 


“Griffin Portfolio II Intercreditor
Agreement”: That certain agreement between note holders, dated as of April 27, 2018, by and between the holders of the
respective promissory notes evidencing the Griffin Portfolio II Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Independent”: When
used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Commission’s
Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent of the Trustee,
the Certificate Administrator, the Depositor, each Master Servicer, each Special Servicer, the Directing Certificateholder, the
Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or
together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates
thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the
Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves a


 






    -56- 


     


    

 


Whole Loan (whether
alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate
thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, each Master Servicer, each
Special Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the
relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor,
the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicers, the Special Servicers, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, either Master
Servicer, either Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,
the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership
constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for
ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations
Reviewer.


 


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section
shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such
other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee,
the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion
Holder, the Certificate Administrator and the Master Servicers), so long as the Trust does not receive or derive any income from
such Person and provided that the relationship between such Person and the Trust is at arm’s length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the Master Servicers or the Special Servicers shall
be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel has been delivered
to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including a Master Servicer or a Special
Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicers of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicers, the Operating Advisor
or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property
to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial Purchasers”:
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC., Academy Securities,
Inc. and Drexel Hamilton, LLC.


 






    -57- 


     


    

 


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


 


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


 


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


 


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


 


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


 


“Inquiry” and “Inquiries”:
As each is defined in Section 4.07(a).


 


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


 


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


 


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


 


“Insurance Summary Report”:
With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller or a third party
insurance


 






    -58- 


     


    

 


consultant on behalf
of the related Mortgage Loan Seller that provides a summary of all insurance policies covering the related Mortgaged Property(ies),
identifying the insurance provider, applicable ratings of each such provider and the amount of coverage and any applicable deductible.


 


“Intercreditor Agreement”:
Each of the 1745 Broadway Intercreditor Agreement, 181 Fremont Street Intercreditor Agreement, Anderson Towne Center Intercreditor
Agreement, CoolSprings Galleria Intercreditor Agreement, Fair Oaks Mall Intercreditor Agreement, Griffin Portfolio II Intercreditor
Agreement, Pfizer Building Intercreditor Agreement, Plaza Frontenac Intercreditor Agreement, Shoppes at Chino Hills Intercreditor
Agreement, Showcase II Intercreditor Agreement and Town Center Aventura Intercreditor Agreement, and any intercreditor agreement
entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine
indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.


 


“Interest Accrual Amount”:
With respect to any Distribution Date and any Class of Regular Certificates (other than the RR Interest), the amount of interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance
or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on 30/360 basis.


 


“Interest Accrual Period”:
For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


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


 


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


 


“Interest Reserve Account”:
The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator pursuant to
Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018- BNK13, Interest Reserve Account”, into which the amounts set forth in Section
3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.


 






    -59- 


     


    

 


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


 


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


 


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


 


“Investment Representation
Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor-Based Exemption”:
Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”), PTCE 91-38 (for transactions
by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate accounts), PTCE 95-60 (for
transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house asset managers”)
or a similar exemption under Similar Law.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C or Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder or the Risk Retention Consultation Party (in either case, to the extent such Person is not a Certificateholder),
a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor,
manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation Party or
is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded
Information as set forth herein, or (2) if such Person is the


 






    -60- 


     


    

 


Risk Retention Consultation
Party, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate
Administrator’s Website hereunder, or (3) if such Person is not the Directing Certificateholder, a Controlling Class Certificateholder
or the Risk Retention Consultation Party, such Person shall only receive access to the Distribution Date Statements to Certificateholders
prepared by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received
a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to reasonably
request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded
Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded
Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website
on account of it constituting Excluded Information) and (ii) shall be considered a Privileged Person for all other purposes, except
with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan. The Certificate
Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures
and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender upon notice from any party
to this Agreement that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


 


“Investor Q&A Forum”:
As defined in Section 4.07(a).


 


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


 


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


 


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


 






    -61- 


     


    

 


used in this Agreement,
Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related
Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


“Liquidation Event”:
With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the following events:
(i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase
Agreement; (iv) such Mortgage Loan is purchased by either Special Servicer, or by any Companion Holder or any mezzanine lender
(as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan
is purchased by either Special Servicer, either Master Servicer, the Holder of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by either Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation Fee”:
A fee payable to (A) the Master Servicer with respect to each Mortgage Loan and each related Serviced Companion Loan (other than
a Non-Serviced Mortgage Loan) with respect to which the Master Servicer is acting as Enforcing Servicer and obtains Liquidation
Proceeds described in clauses (iv) or (vii) of the definition thereof and (B) the Special Servicer with respect to
(x) each Non-Specially Serviced Loan and each related Companion Loan with respect to which the Special Servicer acts as Enforcing
Servicer, (y) each Specially Serviced Loan and (z) REO Property (except with respect to a Non-Serviced Mortgaged Property) as to
which the Special Servicer obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any Liquidation Proceeds
or Insurance and Condemnation Proceeds or (iii) Loss of Value Payments, or REO Property (in any case, other than amounts for which
a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full,
partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds or Loss
of Value Payments (net of the related costs and expenses associated with the related liquidation) related to such liquidated Mortgage
Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect
to (a) the purchase of the Specially Serviced Loan by either Special Servicer or any Affiliate thereof (except if such Affiliate
purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however,


 






    -62- 


     


    

 


that prior to a Control
Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases any Specially Serviced Loan within ninety
(90) days after applicable Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status
Report with respect to such Specially Serviced Loan, such Special Servicer will not be entitled to a Liquidation Fee in connection
with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition
of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution
occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v), (vi) and (vii)
of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi)
of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s
purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to
the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion
Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage
loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such
repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase
of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call
or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced
Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation
Fee is not payable due to the application of any of clauses (a) through (e) above, each Special Servicer may still
collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Mortgage Loan will be reduced by
the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, as applicable, or REO Property and received by the applicable Special Servicer or the applicable
Master Servicer, as applicable, as compensation within the prior twelve (12) months, but only to the extent those fees have not
previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss
of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within 90
days of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


“Liquidation Fee Rate”:
A rate equal to 1.00% with respect to any Mortgage Loan (and each related Serviced Companion Loan) and REO Property; provided
that if such rate would result in an aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to
such rate as would result in an aggregate Liquidation Fee equal to $25,000.


 


“Liquidation Proceeds”:
Cash amounts received by or paid to either Master Servicer or either Special Servicer in connection with: (i) the liquidation (including
a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion
Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related


 






    -63- 


     


    

 


Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B)
any REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller
pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property
by the Holder of the majority of the Controlling Class, either Special Servicer, either Master Servicer or the Holders of the
Class R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable
Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor
Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Accounts
in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of
the Liquidation Fee (if any) payable to the applicable Master Servicer or applicable Special Servicer, as applicable, in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


“Loan-Specific Directing Certificateholder”:
With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing Certificateholder”,
the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under the related Intercreditor
Agreement. Prior to the applicable Servicing Shift Securitization Date, a Loan-Specific Directing Certificateholder with respect
to the related Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan. On and after the applicable
Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder under this Agreement with respect
to the related Servicing Shift Whole Loan. Morgan Stanley Bank, N.A. is the Loan-Specific Directing Certificateholder with respect
to the Plaza Frontenac Whole Loan.


 


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


 


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


 


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


 


“Lower-Tier Principal Amount”:
With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution Date, an amount equal to the
Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class of Related Certificates
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)),
and as set forth in Section 4.01(c)).


 






    -64- 


     


    

 


“Lower-Tier Regular Interests”:
Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE,
Class LF and Class LG and LRR Uncertificated Interests.


 


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


 


“Lower-Tier REMIC Distribution
Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator (on
behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series
2018-BNK13, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an Eligible Account.


 


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


 


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


 


“MAI”: Member of
the Appraisal Institute.


 


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


 


“Master Servicer”:
With respect to (a) any Mortgage Loan (other than an NCB Mortgage Loan) and any related Serviced Companion Loan, any REO Property
acquired by the Trust with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters relating to the foregoing,
the General Master Servicer and (b) any NCB Mortgage Loan, any REO Property acquired by the Trust with respect to an NCB Mortgage
Loan and any matters relating to the foregoing, the NCB Master Servicer.


 


“Master Servicer Decision”:
As defined in Section 3.18(m).


 






    -65- 


     


    

 


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


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -66- 


     


    

 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents:


 


(i)            the
original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order of
Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage
Pass-Through Certificates, Series 2018-BNK13, without recourse, representation or warranty” or in blank and further showing
a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to
such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an
indemnity properly assigned and endorsed to the Trustee);


 


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


 


(iii)          an
original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment
of Mortgage submitted, or to be submitted, for recording);


 


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


 


(v)           an
original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or in
favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BANK 2018-BNK13,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13” (or in the case of any Serviced Whole Loan, in its capacity
as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the
related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 






    -67- 


     


    

 


(vi)          the
original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned
pursuant to clause (iii) or clause (v) above;


 


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


 


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


 


(ix)          any
filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related amendments
and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)           an
original Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan
Seller or an Affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing
of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


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


 


(xii)         the
original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced Whole
Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which
letter of credit shall either (A)(x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, name as beneficiary “Wells
Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13”
or (y) in the case of the NCB Mortgage Loans, name as beneficiary “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13” or (B) be accompanied by all documentation necessary in order to transfer
all rights of the named beneficiary in such letter of credit to the applicable Master Servicer on behalf of the Trustee and


 






    -68- 


     


    

 


to receive, after presentment
by the applicable Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such letter of credit, a reissued
letter of credit in the name of the applicable Master Servicer on behalf of the Trustee;


 


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


 


(xiv)       other
than with respect to the NCB Co-op Mortgage Loans, the original or a copy of any property management agreement relating to such
Mortgage Loan or Serviced Whole Loan;


 


(xv)         the
original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or Serviced
Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or request for the issuance of
a new comfort letter in favor of the Trustee, in each case as applicable;


 


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


 


(xvii)       the
original or a copy of any related mezzanine intercreditor agreement;


 


(xviii)      the
original or a copy of all related environmental insurance policies; and


 


(xix)        a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the
Closing Date (the “Mortgage Loan Checklist”);


 


provided, however, that (a) whenever the
term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if there
exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition
of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such
original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall
be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent
that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed
to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise
described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan
that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the Trustee shall not be
construed to limit the beneficial interest of the related Companion Holder(s) in such instrument


 






    -69- 


     


    

 


and the benefits intended to be
provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title for the benefit of
the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any efforts undertaken
by the Trustee, the applicable Master Servicer, or the applicable Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the applicable Master Servicer or the applicable Special
Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively,
(e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery
by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening
endorsements evidencing such Mortgage Loan, with respect to which the original shall be required or the requirements of clause
(i) of the definition of “Mortgage File” shall otherwise be satisfied) including a copy of the Mortgage securing
the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vi),
(vii), (ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced
Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and
(f) so long as the Custodian is also the related Non-Serviced Custodian, in connection with any Non-Serviced Mortgage Loan, any
and all document delivery requirements with respect to the related Mortgage File (or any portion thereof) set forth herein or in
the related Mortgage Loan Purchase Agreement will be satisfied by the delivery, in compliance with the terms of the related Non-Serviced
PSA, by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan or shall otherwise satisfy the requirements of clause (i) of the definition of “Mortgage
File”) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related
Non-Serviced PSA); provided that (a) the Custodian shall perform its duties under this Agreement (including, without limitation,
Article II), and be liable to the other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents
were required to be delivered and included in the Mortgage File and as if such Non-Serviced Custodian’s receipt of the documents
contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted delivery of those
same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced Custodian
without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if for
any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall otherwise
no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender possession
of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the Non-Serviced
Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by
clauses (ii) through (xix) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents
were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan
within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01


 






    -70- 


     


    

 


and to be held by the
Trust. As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained
in the related Mortgage File and any related agreements. The term “Mortgage Loan” shall, as of any date of determination,
include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any
such replaced Mortgage Loan.


 


“Mortgage Loan Checklist”:
As defined in the definition of “Mortgage File”.


 


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


 


“Mortgage Loan Schedule”:
The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit
B, as any such schedule may be amended from time to time in connection with a substitution under Section 2.03 and in
accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth the following information with respect
to each Mortgage Loan so transferred:


 


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


 


(ii)           the
Mortgagor’s name;


 


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


 


(iv)          the
Mortgage Rate in effect at origination;


 


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


 


(vi)          the
original principal balance;


 


(vii)         the
Cut-off Date Balance;


 


(viii)        the
(a) original term to stated maturity or Anticipated Repayment Date, (b) remaining term to stated maturity or Anticipated Repayment
Date and (c) Maturity Date;


 


(ix)          the
original and remaining amortization terms;


 


(x)           the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)          the
applicable Servicing Fee Rate;


 


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


 






    -71- 


     


    

 


(xiii)        whether
such Mortgage Loan is secured by a fee simple interest in the related Mortgaged Property; by the Mortgagor’s leasehold interest,
and a fee simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;


 


(xiv)        identifying
any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;


 


(xv)         the
name of the related Mortgage Loan Seller;


 


(xvi)        the
name of the related Mortgage Loan sponsor;


 


(xvii)       whether
the related Mortgage Loan is secured by a letter of credit (and, if so, the amount of such letter of credit);


 


(xviii)      amount
of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)         number
of grace days;


 


(xx)          the
type of cash management agreement or lock-box agreement in place;


 


(xxi)         the
general property type of the related Mortgaged Property;


 


(xxii)        whether
such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal
Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;


 


(xxiii)       the
Anticipated Repayment Date, if applicable;


 


(xxiv)      the
Revised Rate of such Mortgage Loan, if any;


 


(xxv)       the
number of units, rooms, pads or square feet with respect to each Mortgaged Property;


 


(xxvi)      the
Administrative Cost Rate; and


 


(xxvii)     the
Due Date.


 


“Mortgage Loan Seller”:
Each of (i) Wells Fargo Bank, National Association, a national banking association, or its successor in interest, (ii) Bank of
America, National Association, a national banking association, or its successor in interest, (iii) Morgan Stanley Mortgage Capital
Holdings LLC, a New York limited liability company, or its successor in interest, and (iv) National Cooperative Bank, N.A., a national
banking association, or its successor in interest.


 






    -72- 


     


    

 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to its
Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan or
related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law without giving effect
to any default rate or Revised Rate; or (ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual rate
described in clause (i) above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage
Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


“MSC 2018-H3 Pooling and Servicing
Agreement”: The pooling and servicing agreement, dated as of July 1, 2018, among Morgan Stanley Capital I Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer, KeyBank National Association, as primary servicer, LNR Partners, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer.


 


“NCB”: National
Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


“NCB Co-op Mortgage Loan”:
Any NCB Mortgage Loan.


 


“NCB CREFC® Schedule AL
File”: Any CREFC® Schedule AL File prepared by NCB with respect to the NCB Mortgage Loans.


 


“NCB Master Servicer”:
NCB, and its successors in interest and assigns, or any successor thereto (as NCB Master Servicer) appointed as provided herein.


 


“NCB Mortgage Loans”:
Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement by NCB and indicated as an
NCB Mortgage Loan on the Mortgage Loan Schedule.


 


“NCB Schedule AL Additional
File”: Any Schedule AL Additional File prepared by NCB with respect to the NCB Mortgage Loans.


 






    -73- 


     


    

 


“NCB Special Servicer”:
NCB, and its successors in interest and assigns, or any successor special servicer appointed as provided herein (including with
respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g)
of this Agreement, as applicable and as the context may require) (as NCB Special Servicer).


 


“NCB Subordinate Debt Conditions”:
With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with a subordinate mortgage, the
following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage loan, to be secured by such
subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage is expressly made in compliance with
the underwriting standards which NCB customarily employs in connection with making subordinate mortgages for its own mortgage loan
portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage Loan, any other existing loans secured by
a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate mortgage loan shall not exceed 40%
of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof that originates the subordinate mortgage
loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor agreement and subordination agreement
with respect to such subordinate mortgage in substantially the form of Exhibit TT hereto or in such other form as shall
be acceptable to the NCB Special Servicer and the Directing Certificateholder (so long as a Control Termination Event has not occurred
and is continuing) and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder (other
than with respect to an Excluded Loan as to such party) (provided that the Trustee shall have no responsibility for determining
the sufficiency or validity thereof), (v) if the subordinate mortgage loan will not be a fully amortizing loan, the stated maturity
date of the subordinate mortgage loan shall be no earlier than the maturity date of the related NCB Co-op Mortgage Loan, (vi) the
subordinate mortgage loan is made principally for the purpose of funding capital expenditures, major repairs or reserves at or
with respect to the Mortgaged Property in question, (vii) NCB or any Affiliate thereof that originates the subordinate mortgage
loan receives borrower legal opinions as to authority and enforceability customarily required of borrowers in connection with the
origination of similar mortgage loans; and (viii) the aggregate amount of subordinate debt encumbering the Mortgaged Property in
question (including the proposed new subordinate mortgage debt and any other existing loans secured by a mortgage then encumbering
the related Mortgaged Property, but excluding the Mortgage Loan in question) does not exceed $7,500,000.


 


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


 


“Net Investment Loss”:
With respect to the Collection Accounts, the Servicing Accounts or the REO Accounts or the Companion Distribution Account for any
period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate of all
losses, if any, incurred during such period in connection with the investment of


 






    -74- 


     


    

 


funds relating to the
Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized
during such period on such funds.


 


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


 


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


 


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


 


“Nonrecoverable Advance”:
Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed Reimbursement
Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures
specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest, Insurance and Condemnation
Proceeds, Liquidation Proceeds or


 






    -75- 


     


    

 


any other recovery
on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency
judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any
other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed
Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on the Mortgage
Loans and REO Properties.


 


“Nonrecoverable P&I Advance”:
Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced Mortgage Loan)
or REO Loan (other than any portion of an REO Loan related to a Companion Loan), which the Trustee determines in its good faith
business judgment or the applicable Master Servicer or the applicable Special Servicer determines in accordance with the Servicing
Standard will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from
Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that
the applicable Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the applicable Master Servicer
(and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the
related Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating
Advisor and the 17g-5 Information Provider notice of such determination. Any such determination (other than by the applicable Special
Servicer) shall not be binding upon (but may be conclusively relied upon by) the applicable Master Servicer and the Trustee, and
any such determination by the applicable Special Servicer shall be conclusive and binding upon the applicable Master Servicer and
the Trustee (but this statement shall not be construed to entitle the applicable Special Servicer to reverse the determination
of the applicable Master Servicer or the Trustee or to prohibit the applicable Master Servicer or the Trustee from making a determination
that a P&I Advance would be a Nonrecoverable Advance), provided, however, that such Special Servicer shall have
no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence
of a determination by such Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the applicable Master Servicer or Trustee, as applicable. If a Special Servicer makes a determination that only
a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the applicable
Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any
such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan,
if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with a
securitization of the related Non-Serviced Companion Loan determines that a principal and interest advance with respect to the
related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not be binding on the applicable
Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage
Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan,
if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the


 






    -76- 


     


    

 


related Non-Serviced
Master Servicer, Non-Serviced Special Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance
with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such
recoverability determination, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, will
be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage
Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is”
or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard
in the case of the applicable Master Servicer or the applicable Special Servicer or in its good faith business judgment in the
case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes with respect
to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the applicable
Master Servicer and the applicable Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the applicable Master Servicer and the applicable Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due
regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being
deferred or delayed by the applicable Master Servicer, in light of the fact that related proceeds are a source of recovery not
only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition,
any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence
of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by a Master Servicer or the Trustee because there is
insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an
Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the applicable Master Servicer
or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense
of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s
determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination
by the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I
Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any
updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the
applicable Special Servicer or the applicable Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but, in the case of the Directing Certificateholder, only prior to the occurrence and continuance
of a Consultation Termination Event and only with respect to any Mortgage


 






    -77- 


     


    

 


Loan other than an Excluded Loan as to such party) (and
in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of a Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor and the Certificate Administrator (and, in the case of the Serviced Mortgage Loan, any Other Servicer). The Officer’s
Certificate shall set forth such determination of nonrecoverability and the considerations of the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls (or, with respect to the residential cooperative
properties, maintenance schedules), occupancy status, property inspections and any other information used by such Master Servicer,
such Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the applicable
Master Servicer’s or the applicable Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and each Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by the applicable Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable.


 


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


 






    -78- 


     


    

 


Mortgage Loans, the
reimbursement of which, at the time of such consideration, is being deferred or delayed by a Master Servicer, in light of the
fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under consideration,
but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or
may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time
(but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the
Servicing Standard, in the case of the applicable Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination. Absent bad faith, the applicable Master Servicer’s,
the applicable Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance
shall be conclusive and binding on the Certificateholders. The determination by the applicable Master Servicer, the applicable
Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the applicable Master
Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but, in the case of
the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with
respect to any Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other
Servicer), the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor,
the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and
in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the applicable Special Servicer
may, at its option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made
or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master Servicer (and with respect
to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the
17g-5 Information Provider notice of such determination. Any such determination (other than by the applicable Special Servicer)
shall not be binding upon (but may be conclusively relied upon by) the applicable Master Servicer and the Trustee, and any such
determination by the applicable Special Servicer shall be binding upon the applicable Master Servicer and the Trustee (but this
statement shall not be construed to entitle the applicable Special Servicer to reverse the determination of the applicable Master
Servicer or the Trustee or to prohibit the applicable Master Servicer or the Trustee from making a determination that a Servicing
Advance would be a Nonrecoverable Advance), provided, however, that the applicable Special Servicer shall have no
such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence
of a determination by the applicable Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance,
such decision shall remain with the applicable Master Servicer or the Trustee, as applicable. If the applicable Special Servicer
makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable
Servicing Advance, the applicable Master Servicer and the Trustee shall each have the right to make its own subsequent determination
that any remaining portion of any such previously made


 






    -79- 


     


    

 


or proposed Servicing
Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls (or, with respect to residential cooperative properties, maintenance schedules), occupancy status, property inspections
and any other information used by such Master Servicer, such Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged
Property). The applicable Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing
Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively
rely on the applicable Master Servicer’s or the applicable Special Servicer’s determination that a Servicing Advance
is or would be nonrecoverable, and the applicable Master Servicer shall be entitled to conclusively rely on the applicable Special
Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the
contrary, if the applicable Special Servicer requests that the applicable Master Servicer make a Servicing Advance, such Master
Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided,
however, that such Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing
Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account
the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any
servicing advance or property protection advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan
shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case
may be, pursuant to the related Non-Serviced PSA.


 


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


 


“Non-Registered Certificate”:
Unless and until registered under the Securities Act, any Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F,
Class G, Class V or Class R Certificate or the RR Interest.


 


“Non-Retained Percentage”:
An amount expressed as a percentage equal to 100% less the Required Credit Risk Retention Percentage. For the avoidance of doubt,
at all times, the sum of the Required Credit Risk Retention Percentage and the Non-Retained Percentage shall equal 100%.


 


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


 


“Non-Serviced Companion Loan”:
Each of (i) the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as “Non-Serviced” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, and (ii) on and after
the


 






    -80- 


     


    

 


related Servicing Shift
Securitization Date, the Pari Passu Companion Loans and Subordinate Companion Loan, if any, identified as “Servicing Shift”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


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


 


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


 


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


 


“Non-Serviced Indemnified
Parties”: As defined in Section 6.04(i).


 


“Non-Serviced Intercreditor
Agreement”: Each of the 1745 Broadway Intercreditor Agreement, Shoppes at Chino Hills Intercreditor Agreement, Fair Oaks
Mall Intercreditor Agreement, 181 Fremont Street Intercreditor Agreement, CoolSprings Galleria Intercreditor Agreement and, after
the Servicing Shift Securitization Date, the Plaza Frontenac Intercreditor Agreement.


 


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


 


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


 


“Non-Serviced Mortgaged Property”:
With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan, the related Mortgaged
Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole Loan.


 


“Non-Serviced Operating Advisor”:
The “Operating Advisor” (if any) under a Non-Serviced PSA.


 


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


 


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


 


“Non-Serviced Primary Servicing
Fee Rate”: With respect to (i) the 1745 Broadway Mortgage Loan, 0.00125% per annum, (ii) the Shoppes at Chino
Hills Mortgage Loan, 0.00250% per annum, (iii) the Fair Oaks Mall Mortgage Loan, 0.00250% per annum, (iv) the 181 Fremont
Street Mortgage Loan, 0.00250% per annum, (v) the CoolSprings Galleria Mortgage


 






    -81- 


     


    

 


Loan, 0.0025% per
annum and (vi) the Plaza Frontenac Mortgage Loan, on and after the related Servicing Shift Securitization Date, 0.00250%.


 


“Non-Serviced PSA”:
With respect to: (i) the 1745 Broadway Whole Loan, the WFCM 2018-1745 Trust and Servicing Agreement; (ii) the Shoppes at Chino
Hills Whole Loan, the MSC 2018-H3 Pooling and Servicing Agreement; (iii) the Fair Oaks Mall Whole Loan and the CoolSprings Galleria
Whole Loan, the BANK 2018-BNK12 Pooling and Servicing Agreement; (iv) the 181 Fremont Street Whole Loan, the Benchmark 2018-B4
Pooling and Servicing Agreement; and (v) the Servicing Shift Whole Loan, on and after the applicable Servicing Shift Securitization
Date, the related pooling and servicing agreement governing the servicing of the Servicing Shift Whole Loan.


 


“Non-Serviced Special Servicer”:
The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


“Non-Specially Serviced Loan”:
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a Specially Serviced Loan.


 


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


 


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


 


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


 


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


 


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


 






    -82- 


     


    

 


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


 


“OCC”: Office of
the Comptroller of the Currency or any successor thereto.


 


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


 


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


 


“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


“Operating Advisor Annual
Report”: As defined in Section 3.26(c).


 


“Operating Advisor Consulting
Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor agrees to pay) with respect
to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or Servicing Shift Mortgage Loans and each related Companion Loan),
payable pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall be payable unless
specifically paid by the related Mortgagor as a separately identifiable fee; provided, further, that the Operating
Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, however, that to the extent such fee is incurred after the outstanding Certificate Balances of the Control
Eligible Certificates and the corresponding portion of the RR Interest have been reduced to zero as a result of the allocation
of Realized Losses to such Certificates, such fee shall be payable in full to the Operating Advisor as an expense of the Trust;
provided, further, that the applicable Master Servicer or the applicable Special Servicer, as applicable, may waive
or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or
partial waiver is in accordance with the Servicing Standard (provided that the applicable Master Servicer or the applicable
Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or
reduction).


 






    -83- 


     


    

 


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


 


“Operating Advisor Fee”:
With respect to each Mortgage Loan and REO Loan (but excluding each Non-Serviced Mortgage Loan, Servicing Shift Mortgage Loan and
each Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor Fee Rate”:
With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate of 0.00285%.


 


“Operating Advisor Standard”:
The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and for the benefit
of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related Companion
Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not to holders
of any particular Class of Certificate (as determined by the Operating Advisor in the exercise of its good faith and reasonable
judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its
Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, each Master Servicer,
each Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder, any Certificateholder, the Risk Retention
Consultation Party or any of their Affiliates.


 


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


 


(a)           any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders
of Certificates (other than the RR Interest) evidencing greater than 25% of the aggregate Voting Rights, provided that any
such failure which is not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period
of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period
and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently
pursued, and is continuing to pursue, such cure;


 


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


 






    -84- 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Original Notional Amount”:
With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-E Notional
Amount, the Class X-F Notional Amount, the Class X-G Notional Amount, the applicable initial Notional Amount thereof as of the
Closing Date, as specified in the Preliminary Statement.


 






    -85- 


     


    

 


“Other Asset Representations
Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the applicable Master Servicer
or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


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


 


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


 


“Pari Passu Companion Loan”:
A Companion Loan that is pari passu in right of payment to the related Mortgage Loan.


 






    -86- 


     


    

 


“Pari Passu Companion Loan
Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan.


 


“Pass-Through Rate”:
Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through
Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate,
the Class X-E Pass-Through Rate, the Class X-F Pass-Through Rate or the Class X-G Pass-Through Rate, as the case may be.


 


“PCAOB”: The Public
Company Accounting Oversight Board.


 


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


 


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


 


“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


“Periodic Payment”:
With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal and/or interest (other
than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of
the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings
involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration
of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.


 


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator,
or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying


 






    -87- 


     


    

 


hereunder), regardless
of whether issued by the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this definition
and which shall not be subject to liquidation prior to maturity:


 


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


 


(ii)           time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities with respect to which (A) with respect to S&P, (I) in the case of such investments with maturities of six
(6) months or less, the short-term debt obligations of which are rated in the highest short-term rating category by S&P and
(II) in the case of such investments with maturities of more than six (6) months, the long-term obligations of which are rated
at least “AAA” by S&P (or, in the case of any such Rating Agency as set forth in clauses (I) through (II) above,
such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency), (B) with respect to Fitch, the commercial
paper or other short-term debt obligations of such depository institution or trust company are rated in the highest rating categories
of each of Fitch and; or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of
then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class
of Serviced Companion Loan


 






    -88- 


     


    

 


Securities that is
then rated by such rating agency, such class of securities) as evidenced in writing, (C) for maturities of less than three (3)
months, a short-term rating of “R-1(high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs
(which may be S&P and/or Fitch)), and (D) for maturities greater than three (3) months, a long-term rating of “AAA”
by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be S&P and/or Fitch));


 


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


 


(iv)         debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which, (A) if such debt obligations have a term of three months or less, (1) the short-term obligations
of which corporation are rated in the highest short-term debt rating category of Fitch and (2) the short-term obligations of which
corporation are rated at least “A-1” by S&P and the long-term obligations of which corporation are rated at least
“A-1+” or “AA-” by S&P, (B) if such debt obligations have a term of more than three months and not
in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating
Agency and the long-term obligations of which corporation are rated at least “AA-” by S&P and (C) if such debt
obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest short-term
rating category by each Rating Agency and the long-term obligations of which corporation are rated “AAA” by S&P
(or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that securities issued
by any particular corporation will not be Permitted Investments to the extent that investment therein will cause then-outstanding
principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum
of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)          commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction) (a) (I) in the case of such investments with maturities of thirty
(30) days or less, the short term obligations of which corporation are rated at least “A-1” by S&P and “F1”
by Fitch, (II) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the
short-term obligations of which are rated at least “A-1+” by S&P (or “A-1” by S&P if the obligations
mature within sixty (60) days) and


 






    -89- 


     


    

 


“F1+” by
Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1”
by Fitch) and “AA-” by S&P (with a short-term rating of “A-1” by S&P), (III) in the case of such
investments with maturities of six (6) months or less, but more than three (3) months, the (A) the short-term obligations of which
are rated at least “A-1+” by S&P or the long-term obligations of which corporation are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (B) the short-term obligations of which are rated at
least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch
(with a short-term rating of “F1” by Fitch), and (IV) in the case of such investments with maturities of more than
six (6) months, (A) the short-term obligations of which are rated at least “A-1+” by S&P or the long-term obligations
of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (B) the
short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch);


 


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


 


(vii)        any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above with respect
to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the
applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); and


 


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


 






    -90- 


     


    

 


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


 


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


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause either Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S.
Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly
or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect
to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 






    -91- 


     


    

 


“Pfizer Building Intercreditor
Agreement”: That certain agreement between note holders, dated as of July 27, 2018, by and between the holders of the
respective promissory notes evidencing the Pfizer Building Whole Loan, setting forth the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


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


 


“Plaza Frontenac Intercreditor
Agreement”: That certain agreement between note holders, dated as of July 27, 2018, by and between the holders of the
respective promissory notes evidencing the Plaza Frontenac Whole Loan, setting forth the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


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


 


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


 


“Preliminary Prospectus”:
The Preliminary Prospectus, dated July 18, 2018, relating to the Registered Certificates.


 


“Prepayment Assumption”:
A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount,
if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed
that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


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


 


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


 






    -92- 


     


    

 


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


 


“Prepayment Premium”:
With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal
of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender
on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).


 


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


 


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


 


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


 


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


 






    -93- 


     


    

 


“Principal Distribution Amount”:
With respect to any Distribution Date and the Principal Balance Certificates (other than the RR Interest), an amount equal to the
sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate Principal Distribution
Amount for such Distribution Date.


 


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


 


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


 


“Privileged Communications”:
Any correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and a Special Servicer referred
to in clause (i) of the definition of “Privileged Information”.


 


“Privileged Information”:
Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation Party and a Special Servicer
related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to the Directing Certificateholder or the
Risk Retention Consultation Party, as applicable) or the exercise of the Directing Certificateholder’s consent or consultation
rights or the Risk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically sensitive
information that the applicable Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing
or future negotiations with the related Mortgagor or other interested party that is labeled or otherwise identified as Privileged
Information by the applicable Special Servicer and (iii) information subject to attorney-client privilege. Each Master Servicer,
each Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to rely on any identification
of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


“Privileged Information Exception”:
With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available to the public
other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information
(the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged
Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information
was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted
Party is required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, each Master Servicer, each
Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by a Master Servicer or a Special


 






    -94- 


     


    

 


Servicer, the Operating
Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion
Holder who provides an Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other
Servicer, any Person (including the Directing Certificateholder and the Risk Retention Consultation Party) who provides the Certificate
Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator
with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate
Administrator’s Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party
that is the Risk Retention Consultation Party or a Special Servicer) be entitled to receive (i) if such party is the Directing
Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining
whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely
on direction by either Master Servicer, either Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case
may be.


 


Notwithstanding anything to the contrary
in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, such Special Servicer shall nevertheless
be a Privileged Person; provided that such Special Servicer (i) shall not directly or indirectly provide any information
related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of such Special Servicer’s
employees or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above; provided, further, that nothing
in this Agreement shall be construed as an obligation of either Master Servicer or the Certificate Administrator to restrict access
by a Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan and in
no case shall either Master Servicer or the Certificate Administrator be held liable if a Special Servicer accesses any Excluded
Special Servicer Information relating to the Excluded Special Servicer Loan; provided, further, that (a) the applicable
Master Servicer shall not restrict access by the applicable Special Servicer to any information related to any Mortgage Loan, including
any Excluded Special Servicer Loan and (b) the Certificate Administrator shall not restrict access by the applicable Special Servicer
to any information related to any Mortgage Loan, including any Excluded Special Servicer Loan; and provided, further,
however, that any Excluded Controlling Class Holder shall be permitted to reasonably request and to obtain in accordance
with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded
Information).


 






    -95- 


     


    

 


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


 


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


 


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


 


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


 


“Prospectus”: The
Prospectus, dated July 24, 2018, relating to the Registered Certificates.


 


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


 


“PTCE”: Prohibited
Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage Loan Purchase Agreement by
the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication, equal to:


 


(i)            the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)           all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (excluding
any portion of such interest that represents Default Interest or Excess Interest), to, but not including, the Due Date therefor
immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)          all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof,
the related Companion Loan)), if any; plus


 


(iv)          if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section
5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred
by the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Certificate Administrator or the


 






    -96- 


     


    

 


Trustee in respect
of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising out
of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any
additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that such
out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset
Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s,
as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);


 


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


 


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


 


Solely with respect to any Serviced
Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated
in accordance with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan
and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.16(b),
“Purchase Price” shall mean the amount calculated in accordance with the second preceding sentence in respect of the
related REO Loan (including any related Companion Loan). With respect to any sale pursuant to Section 3.16(a)(ii) or Section
3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between
the related Mortgage Loan and Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant
to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant
to sub-clause (A) and sub-clause (C), the “Purchase Price” shall not include any amounts payable in respect
of any related Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A-” by S&P (or, if not rated by S&P, at least an equivalent rating by one other NRSRO (which may include Fitch
or DBRS)), (b) “A-” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-”
by one other NRSRO (which may include S&P or DBRS)) and (c) “A(low)” by DBRS (or, if not rated by DBRS, at least
an equivalent rating by one other


 






    -97- 


     


    

 


nationally recognized
insurance rating organization (which may include S&P or Fitch), and (ii) with respect to the fidelity bond and errors and
omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section
3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company
having such claims paying ability) rated by at least one (1) of the following rating agencies of at least(a) “A3”
by Moody’s, (b) “A-“ by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company,
Inc. or, (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable
to the Rating Agencies, as evidenced by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


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


 


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


 


“Qualified Substitute Mortgage
Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received,
not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which
the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan, determined
without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii) have the same Due
Date as and


 






    -98- 


     


    

 


Grace Period no longer
than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for example, on the
basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and
not more than five (5) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current
loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing
Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply
as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable
Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions
with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a
then-current debt service coverage ratio at least equal (A) with respect to any Mortgage Loan other than an NCB Co-op Mortgage
Loan, to the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and (ii)
1.25x; or (B) in the case of an NCB Co-op Mortgage Loan, the original debt service coverage ratio of the removed Mortgage Loan
as of the Closing Date, (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4)
of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not
have a maturity date or an amortization period that extends to a date that is after the date five (5) years prior to the Rated
Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted
for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from
each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan
Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan as to the Directing Certificateholder); (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in
an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms
of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering
report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property
that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments
of principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan,
then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such
proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through
(xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in
clause (v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage
Rate (net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the
Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty
License Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the
Weighted Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding.
When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable


 






    -99- 


     


    

 


Mortgage Loan Seller shall
certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such
certification to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder.


 


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


 


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


 


“Rated Final Distribution
Date”: As to each Class of Certificates, the Distribution Date in August 2061.


 


“Rating Agency”:
Each of DBRS, Fitch and S&P or their successors in interest. If no such rating agency nor any successor thereof remains in
existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other
comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate
Administrator, the Special Servicers and the Master Servicers, and specific ratings of DBRS, Fitch and S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Rating Agency Inquiry”:
As defined in Section 4.07(c).


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Non-Retained Percentage and (B)
the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion
Loan, if applicable) as of the related Determination Date, is less than (ii) then-aggregate Certificate Balance of the Principal
Balance Certificates (other than the RR Interest) after giving effect to distributions of principal on such Distribution Date.


 


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


 






    -100- 


     


    

 


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


 


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


 


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


 


“Regulation AB Companion Loan
Securitization”: As defined in Section 11.05(a).


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


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


 


“Reimbursement Rate”:
The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d)), which rate per annum shall equal the Prime Rate.


 


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


 


	
        Related Certificates
	 	
        Related Lower-Tier Regular Interest



 






    -101- 


     


    

 

	
        Related Certificates
	 	
        Related Lower-Tier Regular Interest

	Class A-1 Certificates	 	Class LA1 Uncertificated Interest
	Class A-2 Certificates	 	Class LA2 Uncertificated Interest
	Class A-SB Certificates	 	Class LASB Uncertificated Interest
	Class A-3 Certificates	 	Class LA3 Uncertificated Interest
	Class A-4 Certificates	 	Class LA4 Uncertificated Interest
	Class A-5 Certificates	 	Class LA5 Uncertificated Interest
	Class A-S Certificates	 	Class LAS Uncertificated Interest
	Class B Certificates	 	Class LB Uncertificated Interest
	Class C Certificates	 	Class LC Uncertificated Interest
	Class D Certificates	 	Class LD Uncertificated Interest
	Class E Certificates	 	Class LE Uncertificated Interest
	Class F Certificates	 	Class LF Uncertificated Interest
	Class G Certificates	 	Class LG Uncertificated Interest
	RR Interest	 	LRR Uncertificated Interest


 


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


 


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


 


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


 


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


 


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


 


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


 


“REO Account”: A
segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than the
NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the


 






    -102- 


     


    

 


Trustee for the benefit
of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion Noteholder,
which shall initially be entitled “Torchlight Loan Services, LLC, as General Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK13, REO Account” and (b) with respect to the NCB Co-op Mortgage Loans, the NCB Special Servicer,
pursuant to and for the benefit of the Persons specified in Section 3.14(b), which shall be titled “National Cooperative
Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13”. Any such account or accounts
shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”: Each
of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the
applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains
part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms
and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to
the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the
default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding
principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively,
of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due
and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an REO Loan. All amounts
payable or reimbursable to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the applicable Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the applicable Master Servicer, the applicable Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable,
in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with


 






    -103- 


     


    

 


respect to such REO
Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to the
Certificateholders being reduced as a result of the first proviso in the definition of “Aggregate Principal Distribution
Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each
Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related Companion Loan, as applicable,
will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances
related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such
Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect
to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


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


 


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


 


“Reportable Event”:
As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


“Repurchase Request”:
A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


 


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


 


“Repurchased Note”:
As defined in Section 3.31(a).


 


“Repurchasing Mortgage Loan
Seller”: As defined in Section 3.31(a).


 






    -104- 


     


    

 


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


 


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


 


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


 


“Required Credit Risk Retention
Percentage”: 5%.


 


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


 


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


 


“Resolved”: With
respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased
in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related Mortgage
Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has made a Loss
of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on behalf of the
Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related
Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or
other disposition in accordance with this Agreement.


 


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


 


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


 


“Retained Certificate Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Required Credit Risk Retention Percentage
of the Aggregate Available Funds for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale Remittance Amount.


 


“Retained Certificate Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Retained Certificate Gain-on-Sale
Reserve


 






    -105- 


     


    

 


Account on such Distribution
Date, and (ii) the Required Credit Risk Retention Percentage of the Aggregate Gain-on-Sale Entitlement Amount.


 


“Retained Certificate Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Holders of
the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK13,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Retained Certificate Gain-on-Sale Reserve Account”. Any
such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Retained Certificate Interest
Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product of (A)
the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Regular Certificates
(other than the RR Interest) pursuant to Sections 4.01(a)(i), (iv), (vii), (x), (xiii), (xvi),
(xix) and (xxii) on such Distribution Date.


 


“Retained Certificate Principal
Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product of (A)
the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Regular Certificates
(other than the RR Interest) pursuant to Sections 4.01(a)(ii), (v), (viii), (xi), (xiv), (xvii),
(xx) and (xxiii) on such Distribution Date.


 


“Retained Certificate Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Required Credit
Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect
to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse
any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion
allocable to any related Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the Certificate
Balance of the RR Interest after giving effect to distributions of principal on such Distribution Date.


 


“Retained Certificate Realized
Loss Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized Losses and interest thereon
distributed to the Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(iii), (vi),
(ix), (xii), (xv), (xviii), (xxi) and (xxiv) on such Distribution Date.


 


“Retained Defeasance Rights
and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 






    -106- 


     


    

 


“Retained Fee Rate”:
A rate equal to (A) 0.01% per annum with respect to each NCB Mortgage Loan, and (B) 0.0025% per annum with respect
to each Mortgage Loan (other than the NCB Mortgage Loans).


 


“Retained Interest Safekeeping
Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the Holders
of the RR Interest in proportions equal to their respective Percentage Interests.


 


“Retaining Parties”:
Each of Wells Fargo Bank, National Association, Bank of America, National Association and Morgan Stanley Bank, N.A. acting as Holder
of the RR Interest, and any successor Holder of all or part of the RR Interest.


 


“Retaining Sponsor”:
Wells Fargo Bank, National Association, acting as retaining sponsor as such term is defined under Section 3(b) of the Risk Retention
Rules.


 


“Reverse Sequential Order”:
With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates (other than
the RR Interest):


 


(A) first, to the Class G Certificates;


 


(B) second, to the Class F Certificates;


 


(C) third, to the Class E Certificates;


 


(D) fourth, to the Class D Certificates;


 


(E) fifth, to the Class C Certificates;


 


(F) sixth, to the Class B Certificates;


 


(G) seventh, to the Class A-S
Certificates; and


 


(H) eighth, pro rata (based
on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


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


 


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


 


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


 


“Risk Retention Allocation
Percentage”: A percentage equal to the Required Credit Risk Retention Percentage divided by the Non-Retained Percentage.


 






    -107- 


     


    

 


“Risk Retention Consultation
Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50% of the RR Interest
(by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor shall promptly provide the
name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and
any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party
has not changed until such parties receive written notice of the identity and contact information of a replacement of the Risk
Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the Certificate Registrar).
The initial Risk Retention Consultation Party shall be Wells Fargo Bank, National Association, a national banking association.
For the avoidance of doubt, Wells Fargo Bank, National Association’s performance of the role of initial Risk Retention Consultation
Party is not performed through the Corporate Trust Services division or the Commercial Mortgage Servicing division of Wells Fargo
Bank, National Association; provided, however, that the Commercial Mortgage Servicing division of Wells Fargo Bank,
National Association may perform certain surveillance, monitoring and reporting for the Risk Retention Consultation Party.


 


“Risk Retention Requirements”:
The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11), as added by Section 941 of
the Dodd-Frank Act.


 


“Risk Retention Rules”:
The joint final rule that was promulgated to implement the Risk Retention Requirements (which such joint final rule has been codified,
inter alia, at 12 C.F.R. § 43), as such rule may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban
Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any such agency, or as may be provided by any
such agency or its staff from time to time, in each case, as effective, from time to time, as of the applicable compliance date
specified therein. Any reference to a Section of the Risk Retention Rules shall mean the subsection of the Risk Retention Rules
identified with the same corresponding number as the referenced “Section”. For example, “Section 7 of
the Risk Retention Rules” means 12 C.F.R. § 43.7.


 


“RR Interest”: A
Certificate designated as “RR Interest” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
(i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii) beneficial ownership
of the RR Interest Specific Grantor Trust Assets.


 


“RR Interest Specific Grantor
Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to the product of (A)
the Required Credit Risk Retention Percentage and (B) the aggregate amount of Excess Interest received on or prior to the related
Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof, beneficial ownership
of which is represented by the RR Interest.


 


“RR Interest Transfer Restriction
Period”: The period from the Closing Date to the latest of (i) the date on which the aggregate unpaid principal balance
of all outstanding


 






    -108- 


     


    

 


Mortgage Loans has
been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding
principal balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance
of the Principal Balance Certificates as of the Cut-off Date; (iii) two years after the Closing Date; and (iv) the date on which
the Risk Retention Rules have been effectively abolished or officially determined by the OCC, the Board of Governors of the Federal
Reserve System, the FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development
to be no longer applicable to the Trust.


 


“Rule 144A”: Rule
144A under the Act.


 


“Rule 144A Book-Entry Certificate”:
With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A, a single, permanent Book-Entry Certificate,
in definitive, fully registered form without interest coupons.


 


“Rules”: As defined
in Section 2.03(n)(iv).


 


“S&P”: S&P
Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither S&P
nor any successor remains in existence, “S&P” shall be deemed to refer to such other NRSRO or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator,
each Master Servicer, the Directing Certificateholder and each Special Servicer and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Sarbanes-Oxley Act”:
The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations
thereof by the Commission’s staff).


 


“Sarbanes-Oxley Certification”:
As defined in Section 11.05(a)(iv).


 


“Schedule AL Additional File”:
The data file containing additional information or schedules regarding data points in the CREFC® Schedule AL File
in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities Act.


 


“Scheduled Principal Distribution
Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions of the
following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and to the
extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and not
previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments with
respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as
of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the
related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the
applicable Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the applicable
Master Servicer or the Trustee, as applicable, pursuant to


 






    -109- 


     


    

 


Section 4.03
in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on
or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period
ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent
received by the applicable Master Servicer as of the Business Day preceding the related P&I Advance Date), and to the extent
not included in clause (a) above.


 


“Secure Data Room”:
The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), on the page relating to this transaction.


 


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


 


“Security Agreement”:
With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting
security for repayment of such Mortgage Loan.


 


“Senior Certificate”:
Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Serviced AB Mortgage Loan”:
Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there are no Serviced AB Mortgage Loans
related to the Trust.


 


“Serviced AB Whole Loan”:
Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, there are no Serviced AB Whole Loans related
to the Trust.


 


“Serviced AB Whole Loan Controlling
Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or similarly defined party identified
in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no Serviced AB Whole Loan Controlling Holder under
this Agreement.


 


“Serviced Companion Loan”:
Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type” in
the “Whole Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement, and (iii) any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 


“Serviced Companion Loan Securities”:
For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class of securities backed, wholly
or partially, by any Serviced Companion Loan.


 


“Serviced Companion Noteholder”:
A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related to a Serviced AB Whole


 






    -110- 


     


    

 


Loan, as applicable.
Each of the holders of the Griffin Portfolio II Pari Passu Companion Loans, the Showcase II Pari Passu Companion Loans, the Plaza
Frontenac Pari Passu Companion Loan (prior to the related Servicing Shift Securitization Date), the Town Center Aventura Pari
Passu Companion Loan and the Anderson Towne Center Pari Passu Companion Loan is a Serviced Companion Noteholder.


 


“Serviced Companion Noteholder
Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Serviced Mortgage Loan”:
Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date, the Mortgage Loans
identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart
in the Preliminary Statement, and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced Pari Passu Companion
Loan”: Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in
the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced Pari Passu Companion
Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu Companion
Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class
of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu Mortgage
Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization
Date, the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


“Serviced Pari Passu Whole
Loan”: Each of (i) the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement other than any such Whole Loan that is an AB Whole Loan, and
(ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under
the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement other than any such Whole
Loan that is an AB Whole Loan.


 


“Serviced REO Loan”:
Any REO Loan that is serviced by a Special Servicer pursuant to this Agreement.


 


“Serviced REO Property”:
Any REO Property that is serviced by a Special Servicer pursuant to this Agreement.


 






    -111- 


     


    

 


“Serviced Securitized Companion
Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion Loan
is included in a Regulation AB Companion Loan Securitization.


 


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


 


“Serviced Whole Loan Controlling
Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement related to
a Serviced Whole Loan.


 


“Serviced Whole Loan Remittance
Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance date (or equivalent
concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent concept) is so specified
in the related Intercreditor Agreement, then the earlier of (A) one (1) Business Day after the “determination date”
set forth in the related Other Pooling and Servicing Agreement or (B) the fifteenth (15th) day of each calendar month (or, if the
fifteenth (15th) calendar day of that month is not a Business Day, then the Business Day immediately succeeding such fifteenth
(15th) calendar day), provided, however, that such Serviced Whole Loan Remittance Date under this clause (ii) shall
not be earlier than two (2) Business Days following the date the Master Servicer receives the related Periodic Payment with respect
to such Serviced Whole Loan.


 


“Servicer Termination Event”:
One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of a
Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect
of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or
(b) a Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO
Property related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited
to, (x) the cost of (i) compliance with the applicable Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance
and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of
“Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including
foreclosures and (v) the operation, leasing, management,


 






    -112- 


     


    

 


maintenance and liquidation
of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the applicable Master Servicer
or the applicable Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee
salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection
with its purchase of a Mortgage Loan or REO Property. None of the Master Servicers, the Special Servicers or the Trustee shall
make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion
Loan under the related Intercreditor Agreement or this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as of
the Closing Date are listed on Exhibit AA hereto.


 


“Servicing Fee”:
With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any REO Loan, the
fee payable to the applicable Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee Rate”:
With respect to (i) each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to
the rate set forth on the Mortgage Loan Schedule under the heading “Master Servicing Fee Rate”, which rate includes,
in each such case, the rate at which applicable master, primary and sub-servicing fees accrue (other than in respect of a Non-Serviced
Mortgage Loan, with respect to which the primary and sub-servicing fees are included in the related Non-Serviced Primary Servicing
Fee Rate), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same
manner in which interest is calculated in respect of such loans (provided, however, that with respect to any Servicing
Shift Mortgage Loan on or after the related Servicing Shift Securitization Date, the Servicing Fee Rate shall be reduced by the
related Non-Serviced Primary Servicing Fee Rate) and (ii) each Serviced Pari Passu Companion Loan, a per annum rate equal
to 0.00250%, in each case computed on the basis of the Stated Principal Balance of the related Serviced Pari Passu Companion Loan
in the same manner in which interest is calculated in respect of such loan.


 


“Servicing File”:
A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each of the following,
(a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to
the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable Master Servicer: (i) a copy
of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll (or, with respect to a residential cooperative property,
a maintenance schedule) and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination
and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating
statements; (iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its


 






    -113- 


     


    

 


counsel that are privileged
communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard
insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing
of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were
delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the
related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of
the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to
the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to the above, any Appraisals
and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any Serviced Companion
Loan, in each case, that are created or prepared after the Closing Date.


 


“Servicing Function Participant”:
Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than either Master Servicer, either Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that address the Servicing
Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance
as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that a Master
Servicer or a Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission
guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function
Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to
the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


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


 


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


 


“Servicing Shift Mortgage
Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be serviced
under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced PSA entered
into in connection with the securitization, if any, of the related Servicing Shift Lead


 






    -114- 


     


    

 


Note on the related
Servicing Shift Securitization Date. The Plaza Frontenac Mortgage Loan is the only Servicing Shift Mortgage Loan with respect
to the Trust.


 


“Servicing Shift Securitization
Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included
in a Non-Serviced Trust, provided that the holder of such Servicing Shift Lead Note provides each of the parties to this
Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA) with notice in
accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included in such
Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced Special
Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee. The Plaza Frontenac Servicing Shift Securitization Date
is the only Servicing Shift Securitization Date with respect to the Trust.


 


“Servicing Shift Whole Loan”:
Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a Servicing Shift Mortgage Loan included in
the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing of which is expected to shift
to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead
Note on the related Servicing Shift Securitization Date. The Plaza Frontenac Whole Loan is the only Servicing Shift Whole Loan
with respect to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer Event”:
With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or related Serviced Companion Loan, the occurrence
of any of the following events:


 


(i)            the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master
Servicer on or before the due date of such Balloon Payment, documentation (and the applicable Master Servicer will be required
to promptly forward such documentation to the applicable Special Servicer and the Directing Certificateholder) reasonably satisfactory
in form and substance to the applicable Master Servicer which provides that a refinancing of such Mortgage Loan or sale of the
related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due (provided
that if either (x) such refinancing or sale does not occur before the expiration of the time period for refinancing or sale specified
in such documentation or (y) the applicable Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan
(or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included in the same Serviced Whole Loan) at any time
prior to such a refinancing or sale, a Servicing Transfer Event will occur immediately); or


 


(ii)           the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other than
a


 






    -115- 


     


    

 


Balloon Payment) required
under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60) days; or


 


(iii)          the
applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer
a written determination of the such Special Servicer (which determination the applicable Special Servicer shall make in accordance
with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control
Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing), that a
default in making any Periodic Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment)
required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default
is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the
applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer
a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance
with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
Loan with respect to such party and only if no Control Termination Event has occurred and is continuing) or (B) following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if a Control
Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing), that a
default in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied
for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the Mortgagor has delivered
documentation (and the applicable Master Servicer will be required to promptly forward such documentation to the applicable Special
Servicer and the Directing Certificateholder) reasonably satisfactory in form and substance to the applicable Master Servicer which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty
(120) days following the date on which such Balloon Payment will become due, the applicable Master Servicer determines (in accordance
with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer
(which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder (other than
with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing), that (A) the Mortgagor is


 






    -116- 


     


    

 


likely not to make
one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing or sale is not likely to occur
within one hundred-twenty (120) days following the date on which such Balloon Payment will become due); or


 


(iv)          there
shall have occurred a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s
judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the related
Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable
judgment of the applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer
(A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party
and only if no Control Termination Event has occurred and is continuing) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing)), materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests
of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of any related Serviced Pari Passu Companion Loan
Holder), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced
Whole Loan (or, if no cure period is specified, sixty (60) days); or


 


(v)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days; or


 


(vi)          the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)         the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 






    -117- 


     


    

 


(viii)        the
applicable Master Servicer or the applicable Special Servicer shall have received notice of the commencement of foreclosure or
similar proceedings with respect to the corresponding Mortgaged Property; or


 


(ix)           the
applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only for so long
as no Control Termination Event has occurred and is continuing)) determines that (i) a default (including, in the applicable Master
Servicer’s or the applicable Special Servicer’s judgment, the failure of the related Mortgagor to maintain any insurance
required to be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with
Section 3.07 or Section 3.18) under the Mortgage Loan documents (other than as described in clause (iii) above)
is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property
as security for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the
interests of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue
unremedied for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and
the default is capable of being cured, for sixty (60) days;


 


provided that any Mortgage Loan (excluding any
Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan so long
as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a Specially
Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage Loan becomes
a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With respect to a Non-Serviced
Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced PSA.


 


“Shoppes at Chino Hills Intercreditor
Agreement”: That certain agreement between note holders, dated as of July 12, 2018, by and between the holders of the
respective promissory notes evidencing the Shoppes at Chino Hills Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Showcase II Intercreditor
Agreement”: That certain agreement between note holders, dated as of August 2, 2018, by and between the holders of the
respective promissory notes evidencing the Showcase II Whole Loan, setting forth the relative rights of such holders, as the same
may be amended in accordance with the terms thereof.


 


“Significant Obligor”:
As defined in Section 11.16.


 


“Significant Obligor NOI Quarterly
Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year),
the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the date on


 






    -118- 


     


    

 


which financial statements
for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of then-outstanding Class E, Class F and Class G Certificates; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have
been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired by the Trust with respect to any such Mortgage
Loan and any matters relating to the foregoing, the General Special Servicer, and its successors in interest and assigns, or any
successor special servicer appointed as herein provided, (ii) any NCB Mortgage Loan, any REO Property acquired by the Trust with
respect to any such NCB Mortgage Loan and any matters relating to the foregoing, the NCB Special Servicer and (iii) any Excluded
Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement,
as applicable and as the context may require).


 


“Special Servicing Fee”:
With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable to the related
Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing Fee Rate”:
With respect to each Specially Serviced Loan and each REO Loan (other than a Non Serviced Mortgage Loan) on a loan-by-loan basis
at a rate equal to (i) with respect to the General Special Servicer, the greater of (A) 0.25% computed on the basis of the Stated
Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same manner as
interest is calculated on such Specially Serviced Loan and (B) the per annum rate that would result in a Special Servicing
Fee of (x) $3,500 and (y) with respect to General Special Servicer and any Mortgage Loan with respect to which the Risk Retention
Consultation Party is entitled to consult with the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced
Loan, and during the continuance of a Consultation Termination Event, $5,000, and (ii) with respect to the NCB Special Servicer,
the greater of 0.25% and the per annum rate that would result in a Special Servicing Fee of $1,000 for the related month.


 


“Specially Serviced Loan”:
As defined in Section 3.01(a).


 


“Sponsors”: The
Mortgage Loan Sellers.


 






    -119- 


     


    

 


“Startup Day”: The
day designated as such in Section 10.01(b).


 


“Stated Principal Balance”:
With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date Balance of such Mortgage
Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received) minus (y) the sum of:


 


(a)           the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the applicable Master Servicer;


 


(b)           all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(c)           the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 


(d)           any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With respect to any REO Loan that is
a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum
of:


 


(x)            the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(y)           the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an REO Loan that
is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance
until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in
respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would
have been) distributed to Certificateholders.


 






    -120- 


     


    

 


With respect to each Companion Loan
on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of
such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated Principal
Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO Loan that is
a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated Principal
Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal portion
of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


With respect to any Mortgage Loan or
REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as of the first Distribution Date
that follows the end of the Collection Period during which payments or other proceeds are received in connection with a Liquidation
Event with respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding that a loss may occur in
connection with such Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan shall be zero.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of a Master Servicer,
a Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject Loans”:
As defined in Section 12.02(b).


 


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E, Class F or Class G Certificate.


 


“Subordinate Companion Loan”:
A Companion Loan that is subordinate in right of payment to the related Mortgage Loan.


 


“Subordinate Companion Holder”:
The holder of any AB Subordinate Companion Loan or any Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of a Master Servicer, a Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing
functions required to be performed by such Master Servicer, such Special Servicer or an Additional Servicer under this Agreement,
with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing Agreement”:
The written contract between a Master Servicer or a Special Servicer, as the case may be, and any Sub-Servicer relating to servicing
and administration of Mortgage Loans as provided in Section 3.20.


 






    -121- 


     


    

 


“Substitution Shortfall Amount”:
With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of the Purchase Price
of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance of the related
Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to
the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time
by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be determined
as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced and
the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”: The
federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC
Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor forms
to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


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


 


“Termination Purchase Amount”:
The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the Trust, (2)
the appraised value of the Trust’s portion of all REO Properties then included in the Trust (which fair market value for
any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by
the applicable Special Servicer and approved by the applicable Master Servicer and the Controlling Class and (3) if the Mortgaged
Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro
rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master Servicer in
accordance with clause (2) above.


 


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


 


“Town Center Aventura Intercreditor
Agreement”: That certain agreement between note holders, dated as of August 2, 2018, by and between the holders of the
respective promissory notes evidencing the Town Center Aventura Whole Loan, setting forth the relative rights of such holders,
as the same may be amended in accordance with the terms thereof.


 


“Transaction Parties”:
As defined in Section 5.03(t).


 


“Transfer”: Any
direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 






    -122- 


     


    

 


“Transferable Servicing Interest”:
With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Loan with respect thereto), the
amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer hereunder exceeds the sum of (i)
the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable to primary servicing and (ii)
the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is subject to reduction
by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable Servicing Interest
(A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with respect to each Mortgage Loan (other than the
NCB Mortgage Loans) is zero.


 


“Transferee”: Any
Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee Affidavit”:
As defined in Section 5.03(p)(ii).


 


“Transferor”: Any
Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor Letter”:
As defined in Section 5.03(p)(ii).


 


“Trust”: The trust
created hereby and to be administered hereunder. The Trust shall be named: “BANK 2018-BNK13”.


 


“Trust Fund”: The
corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with
the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the applicable Master Servicer’s, the applicable
Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Accounts (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account
(to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate


 






    -123- 


     


    

 


Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests
and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.


 


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


 


“Trustee”: Wilmington
Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any successor
trustee appointed as herein provided.


 


“Trustee Fee”: The
fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as
part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”: The Uniform
Commercial Code, as enacted in each applicable state.


 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Uncovered Amount”:
With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other
item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account
pursuant to this Agreement, but which cannot be so paid or reimbursed because such general funds are insufficient to cover such
payment or reimbursement; provided, that any such additional trust fund expense, Nonrecoverable Advance or other item shall
be an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.


 


“Underwriters”:
Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC., Academy Securities,
Inc. and Drexel Hamilton, LLC.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 






    -124- 


     


    

 


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections
(iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled Principal Distribution
Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all Principal
Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation
Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and
other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable, REO Revenues
received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in each case only
to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant
to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


 


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


 


“Upper-Tier REMIC Distribution
Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by
the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK13, Upper-Tier REMIC Distribution Account”. Any such account or accounts shall be an Eligible
Account.


 


“U.S. Dollars” or
“$”: Lawful money of the United States of America.


 


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


 






    -125- 


     


    

 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant
to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b), taking into account any notional
reduction in the Certificate Balance for Allocated Appraisal Reduction Amounts allocated to the Certificates pursuant to Section
4.05(a)) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the applicable Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05(b), taking into account any notional reduction in the Certificate
Balance for Allocated Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal
Balance Certificates and the RR Interest, determined as of the Distribution Date immediately preceding such time. The Voting Rights
of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage
Interests. Neither the Class R nor Class V Certificates nor RR Interest will be entitled to any Voting Rights.


 


“Weighted Average Net Mortgage
Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage
Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted on the basis of
their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received
during any applicable Grace Period).


 


“WFCM 2018-1745 TSA”:
The trust and servicing agreement, dated as of July 2, 2018, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor,
Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo Bank, National
Association, as certificate administrator, and Wilmington Trust, National Association, as trustee.


 


“WHFIT”: A “Widely
Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”: A “Widely
Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


 


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


 






    -126- 


     


    

 


herein to each such
Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion
Loan(s).


 


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


 


“Workout-Delayed Reimbursement
Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i)
such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date,
if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon)
becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount
constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”: The
fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(b).


 


“Workout Fee Rate”:
With respect to each Corrected Loan and in accordance with Section 3.11(b), a fee of 1.00% of each collection (other than
Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon Payments that are received within one hundred twenty
(120) days following the related Maturity Date as a result of a Mortgage Loan or Serviced Whole Loan being refinanced or otherwise
repaid in full if such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer
Event described in clause (i) of the definition of “Servicing Transfer Event”), (iii) Principal Prepayments
and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment
Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”: Extensible
Markup Language.


 


“Yield Maintenance Charge”:
With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a Mortgagor
in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole
or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance
Charge may be.


 






    -127- 


     


    

 


Section 1.02     Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)            All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months.


 


(ii)           Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan, on which interest accrues.


 


(iii)          Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on the immediately preceding Distribution Date pursuant to Section 4.01(a) or Section 4.01(b),
as applicable, (b) any Realized Losses or Retained Certificate Realized Losses, as applicable, allocated to such Class of Principal
Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any recoveries on
the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections
on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount or the Retained Certificate Principal
Distribution Amount, as applicable, which recoveries are allocated to such Class of Principal Balance Certificates on the immediately
preceding Distribution Date and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)          Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and
interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer, as applicable,
that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor
as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its
outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of
such Appraisal) of the related Mortgaged Property.


 






    -128- 


     


    

 


(v)           Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Whole Loan, first, to any related AB Subordinate Companion
Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans in accordance
with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loans.


 


[End of Article I]


 


ARTICLE
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and
convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of
the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, whether now owned or existing or
hereafter acquired or arising, including any security interest therein for the benefit of the Depositor, in, to and under (i)
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and
(g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12,
13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all
scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the
extent of the Depositor’s interest therein) or the Depositor’s beneficial interest in the Mortgaged
Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (vi) all revenues received in
respect of any REO Property (to the extent of the Depositor’s interest therein); (vii) the applicable Master
Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement
and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of Leases and any
security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the
Depositor’s interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts
(to the extent of the Depositor’s interest therein), amounts on deposit in the Collection Accounts (to the extent of
the Depositor’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the


 






    -129- 


     


    

 


Gain-on-Sale Reserve
Account (to the extent of the Depositor’s interest in such Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale
Reserve Account (to the extent of the Depositor’s interest in such Retained Certificate Gain-on-Sale Reserve Account) and
any REO Account (to the extent of the Depositor’s interest in such REO Account), including any reinvestment income, as applicable;
(xi) any Environmental Indemnity Agreements (to the extent of the Depositor’s interest therein); (xii) the Lower-Tier Regular
Interests; (xiii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent not covered
by clause (ii) above); and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts,
cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor,
and any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans) (collectively, the “Conveyed Property”).
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case,
other than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments
of principal collected on or before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in August
2018 but have their first Due Date in September 2018, any interest amounts relating to the period prior to the Cut-off Date. The
transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2, 3,
4 (other than Section 4(c), (d), (f) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to
the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended
that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned
Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15
in connection therewith.


 


(b)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the applicable Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If
the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii)


 






    -130- 


     


    

 


and (ix) of the definition
of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to
be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument
has been delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered
document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company
or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for
filing or recording) is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable
title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording
thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period,
not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv),
(vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing
or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered
document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered
document or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments
referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for
filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v),
or clause (x) of the definition of “Mortgage File” solely because of the unavailability of filing or recording information
as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect
to


 






    -131- 


     


    

 


such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate
public filing office or county recorder’s office the applicable filing or recording information as to the related document
or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such
assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition of “Mortgage
File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing,
as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v), or clause (x) of the
definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to
the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording
or filing or (except for recording or filing information not yet available) to be sent for recording or filing; provided
that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be
delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the
contrary, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause (xii)
of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the Custodian within
ten (10) Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit,
the transfer documentation and such transmittal communication to the issuing bank indicating that such document has been delivered
to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the applicable Master Servicer to
draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate transfer or assignment documents to
the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the related Mortgagor, the
applicable Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s interest from
such Mortgage Loan Seller to the applicable Master Servicer on behalf of the Trust as required hereunder and shall cooperate with
the reasonable requests of the applicable Master Servicer in connection with effectuating a draw under any such letter of credit
prior to the date such letter of credit is reissued to the applicable Master Servicer on behalf of the Trust. Regardless of the
manner of delivery, the related Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase Agreement to indemnify
the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of such Mortgage Loan Seller to
assign all rights in and to the letter of credit hereunder including the right and power to draw on the letter of credit.


 


(c)           Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party


 






    -132- 


     


    

 


to, put each Assignment
of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan
Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as
provided in Section 2.01(b). Except under the circumstances provided for in the last sentence of this Section 2.01(c)
and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at
such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred-twenty (120) days after the later
of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording
and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording
shall reflect that it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office
to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then
be responsible for delivery of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall
be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment received by the related
Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as part of the related Mortgage
File within thirty (30) days after receipt. If any such document or instrument is determined to be incomplete or not to meet the
recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or
returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred-eighty (180) days after
the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or
cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of
such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate. If, by the first
anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may be, of
any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request
that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and provision
for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller,
shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the applicable Secretary
of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage
File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related
Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller
with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the
expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted for filing or
recording to the appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding
the foregoing, there shall be no requirement to record any


 






    -133- 


     


    

 


assignment to the Trustee
referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3 to the Trustee referred
to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local
counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such
recordation and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan against sale, further
assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable Master Servicer, the applicable Special
Servicer, any Sub-Servicer or the Depositor.


 


(d)           All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering
reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills,
third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any
case excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such
Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not
required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered or otherwise made available
by the Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within five (5) Business Days after the
Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder. Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the applicable Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)            The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loan) transferred by such Mortgage Loan Seller,
whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the applicable
Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 






    -134- 


     


    

 


(g)           With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 18, 21, 22, 28 and 32 on
the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the
Closing Date (or any shorter period if required by the applicable comfort letter), and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire
any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of
the Closing Date, such Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has
been received.


 


(h)           Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy (which
may be sent by e-mail) to each of the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the
electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)            Within
five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master
Servicer via email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop
(in the case of the NCB Master Servicer) the Initial Schedule AL File covering all of the Mortgage Loans (in the case of the General
Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer), the Initial Schedule AL Additional File covering
all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master
Servicer) and the Annex A-1 to the Prospectus.


 


(j)            Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Securitization Date, in which case such


 






    -135- 


     


    

 


instruments shall be
assigned and recorded in accordance with the related Non-Serviced PSA, and (ii) the Servicing Shift Whole Loan becoming a Specially
Serviced Loan prior to the Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in
accordance with this Section 2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter
of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing
Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing
Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment
shall be effected in accordance with the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing
Date and (B) any such time as any such letter of credit is required to be drawn upon by the Master Servicer in which case such
amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following the Servicing Shift
Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own
expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to
deliver the originals of all the Mortgage Loan documents relating to the Servicing Shift Whole Loan in its possession (other than
the original note(s) evidencing the Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced
Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian
of photocopies of Mortgage Loan documents related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee
or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause
(1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name
of the related Non-Serviced Trustee or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised,
required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e)
entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer
of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the
definition of “Mortgage File” for the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section 2.02     Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian
on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of the
applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage Loan
and of all other assets included in the Trust Fund and (2) declares (a) that it or the Custodian on its behalf holds and will
hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the
Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders and Serviced Companion Noteholders,
as applicable, and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use
and benefit of all present and future Certificateholders (and for the benefit of the Trustee as holder of the Lower-Tier Regular
Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note,
such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate
indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this
Section 2.02.


 






    -136- 


     


    

 


(b)           Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception
Report”), (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such
Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan
Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically
identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and
the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which
were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing
office or the recorder’s office).


 


(c)           The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable
Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to
which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to
such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such
Mortgage Loan, if applicable, and (iii) based on such examination and only as to the foregoing documents, the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct.


 


(d)           Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents


 






    -137- 


     


    

 


specified in clauses
(ii) through (v), (vii), (viii) and (ix) in the definition of “Mortgage File”, which Material Defect results solely
from a delay in the return of the related documents from the applicable filing or recording office and gives rise to a repurchase
or substitution obligation on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant
to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect
to any Excluded Loan with respect to the Directing Certificateholder and, with respect to any other Mortgage Loan, only prior
to the occurrence and continuance of a Control Termination Event), and the applicable Special Servicer may, in accordance with
the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage
Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the applicable Master Servicer
an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the related Collection Account),
equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller
may deliver to the applicable Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or
letter of credit, as applicable, shall be held by the applicable Master Servicer (i) until the date on which the Custodian determines
and notifies such Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time such Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller,
or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below
in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding
the two immediately preceding sentences, if the applicable Master Servicer or the applicable Special Servicer certifies to the
Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that
the document with respect to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute
for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and
Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall
not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together
with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office
and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with
such recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event
that the related Mortgage Loan Seller has delivered a letter of credit to the applicable Master Servicer in accordance with this
Section 2.02(d), such Master Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds
of such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable,
in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related
Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection Accounts shall be
invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.


 






    -138- 


     


    

 


Such funds shall be
treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier
REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall
remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage File” exist
or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the Mortgage
Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating
to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect
and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what
they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition of the “Mortgage
File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are
included in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date of
the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent
actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File
indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance
with this Section 2.02 that the related Mortgage File should include one state level UCC Financing Statement filing for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the
extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice
that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing).
The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such
other form as may be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or
recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally
filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


 


(f)            If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller
(and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are
corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature
of


 






    -139- 


     


    

 


such Defect (in a form
reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have
not been returned by the recorder’s office or filing office).


 


(g)           If
a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a
Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase
Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or
any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the applicable Master Servicer
or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which
may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next
Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and
the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall include (i)
the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient
or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient, as applicable, (iii)
if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv) the identity of the
Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as to whether it currently
plans to pursue such 15Ga-1 Repurchase Request.


 


A Repurchase Request Recipient shall
not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.02(g)
is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1
under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action
taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g)
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase
Request that is the subject of a 15Ga-1 Notice.


 


In the event that the Depositor, the
Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the
Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of such 15Ga-1
Repurchase Request to the applicable Master Servicer, if relating to a Non-Specially Serviced Loan, or to the applicable Special
Servicer, if relating to a Specially


 






    -140- 


     


    

 


Serviced Loan or REO
Property, and include the following statement in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’
under Section 2.02 of the Pooling and Servicing Agreement relating to the BANK 2018-BNK13, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK13 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon
receipt of such 15Ga-1 Repurchase Request by the applicable Master Servicer or the applicable Special Servicer, as applicable,
such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party
shall comply with the procedures set forth in this Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no
event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section
2.02 of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or given, and such notice
was not received from or copied to the applicable Master Servicer or the applicable Special Servicer, then such party shall give
notice of such withdrawal or rejection to such Master Servicer or such Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer or
the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In the event that a Mortgage Loan is
repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor
of such repurchase or replacement.


 


Section
2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’
Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and
Warranties. (a) The Depositor hereby represents and warrants that:


 


(i)            The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)           Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of


 






    -141- 


     


    

 


equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)           The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)           After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x)
discovery by the related Mortgage Loan Seller or any party to this Agreement of such Material Defect and (y) receipt of notice
of the Material Defect from any party to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A)
cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of
any related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage
Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into the related Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s


 






    -142- 


     


    

 


title insurance required
pursuant to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18) months
following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period,
and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within
the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately
upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced
Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans,
for which no substitution will be permitted)) and provided, further, that with respect to such Extended Cure Period
the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator
(who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded
Loan with respect to the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event)
the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the Initial
Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that
the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period; and provided,
further, that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended Cure Period
solely due to the failure of the related Mortgage Loan Seller to have received the recorded document, then such Mortgage Loan
Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material
Defect until eighteen (18) months after the Closing Date for so long as such Mortgage Loan Seller certifies to the Trustee, the
applicable Master Servicer, the applicable Special Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end
of such Extended Cure Period, that such Material Defect is still in effect solely because of its failure to have received the
recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions
being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage
shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be
remitted by wire transfer to the applicable Master Servicer for deposit into its Collection Account. In the event the Special
Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan under this Section 2.03(b), within
five (5) days of request by the Special Servicer, the Master Servicer shall deliver to the Special Servicer a copy of the Servicing
File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller, in connection
with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant to
an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing


 






    -143- 


     


    

 


Servicer on behalf
of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan
that is not an Excluded Loan or a Servicing Shift Mortgage Loan with respect to the Directing Certificateholder, with the consent
of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage
Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance
with Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially
Serviced Loan, the applicable Master Servicer shall promptly provide the applicable Special Servicer, but in any event within
the time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer
Event), with the Servicing File and all information, documents and records relating to such Non-Specially Serviced Loan and any
related Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise reasonably available
to the applicable Master Servicer, and reasonably required by the applicable Special Servicer to permit the Special Servicer to
calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were subject to
a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing
Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made,
the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding
any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase
or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf
of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the
Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and
timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than
the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a “qualified mortgage”)
may not be cured by a Loss of Value Payment.


 


If any Breach that constitutes a Material
Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such
costs and expenses incurred by the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and
(ii) the amount of any fees payable by the Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously
paid by the Mortgage Loan Seller to the Asset


 






    -144- 


     


    

 


Representations Reviewer
attributable to the Asset Review of such Mortgage Loan; provided that in the event any such costs and expenses exceed $10,000,
the Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above
or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by
the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by
the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the applicable Master Servicer or the applicable Special Servicer on
behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by such Master Servicer (or by such Special Servicer to the Master Servicer
who shall remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following
receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either
the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller
of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage
Loan if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II if
(i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is
a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice
as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge
of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material
Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage and (iv) such delay or failure to provide
notice (as required by the terms of the related Mortgage Loan Purchase Agreement or this Agreement) prevented the Mortgage Loan
Seller from being able to cure such Material Defect and such Material Defect was otherwise curable. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material
Defect.


 


Pursuant to each Mortgage Loan Purchase
Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the
related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may
be released pursuant to the terms of any partial release


 






    -145- 


     


    

 


provisions in the related
Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of
counsel to the effect that such release in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC
or (B) result in the imposition of a tax upon any Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has
provided a Rating Agency Confirmation.


 


(c)           Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence from
the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of
the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or
a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of
credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an
original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously
described in sub-clauses (ii) through (vi) of this Section 2.03(c)) shall be considered to materially
and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the
Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent
enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section
2.03(c) shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy,
as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy
of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy
is delivered


 






    -146- 


     


    

 


to the Custodian not
later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)           In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable
Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate
Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer of a trust receipt executed by
the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the applicable
Master Servicer and the applicable Special Servicer (other than attorney-client communications that are privileged communications),
and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or
assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5 of the related
Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest in such
Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired
in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)           Section
5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the applicable Master Servicer or the applicable Special Servicer, with respect to any Material Defect.


 


(f)            The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by an Enforcing Servicer with respect to the enforcement of the obligations
of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered
from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The
applicable Master Servicer or the applicable Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such
enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable
Mortgage Loan Seller; second, pursuant to


 






    -147- 


     


    

 


Section 3.05(a)(vii)
herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third,
if at the conclusion of such enforcement action it is determined that the amounts described in clauses first and
second are insufficient, then pursuant to Section 3.05(a)(vii) herein out of general collections on the Mortgage
Loans on deposit in the related Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a
Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other
Securitization, if applicable.


 


(g)           If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also
constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses
from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Master Servicers or the Special Servicers, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage Loan. The Enforcing Servicer
shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing
Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,
however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard
that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other
sums due with respect to the related Mortgage Loan that would otherwise be payable to the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that such Special Servicer may waive the collection of amounts due on behalf of such Mortgage
Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)           If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph,
and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed
Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying
Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy
the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute
for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters
of credit securing the Crossed Underlying Loans shall be allocated


 






    -148- 


     


    

 


among the related Crossed
Underlying Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding
Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the
related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


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


 


(j)            With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the
Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies
by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement
to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can
be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment
as a result of the exercise of remedies.


 


(k)           (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the applicable Master Servicer and the applicable Special Servicer,
and the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller
and each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party
with respect to a Certificateholder Repurchase Request.


 






    -149- 


     


    

 


(ii)           In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement, the Directing Certificateholder and
the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA
Party Repurchase Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase
Request”) and the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the related Mortgage Loan
Seller. The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage
Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)          In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller. A Resolved Repurchase Request shall not preclude the applicable Master Servicer (in the case of Non-Specially Serviced
Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) from exercising any of their respective rights
related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase
Agreement or as provided by law.


 


(iv)          Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
applicable Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the applicable Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action
Notice”) to the applicable Special Servicer, indicating such Master Servicer’s analysis and recommended course
of action with respect to such Repurchase Request. The applicable Master Servicer shall also deliver to the applicable Special
Servicer the Servicing File and all information, documents and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan,
either in such Master Servicer’s possession or otherwise reasonably available to such Master Servicer, and reasonably requested
by the applicable Special Servicer to enable it to assume its duties hereunder to the extent set forth in this Agreement for such
Non-Specially Serviced Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File and
other material, the applicable Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)            (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and,
if applicable, after the applicable Master Servicer sends the Master Servicer Proposed Course of


 






    -150- 


     


    

 


Action Notice, the
Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com). The Certificate
Administrator shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners
by posting such notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course
of action with respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of Action
Notice shall include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course
of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
thirty (30) days after the date of such notice and a disclaimer that responses received after such thirty (30)-day period will
not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of
Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder
is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority
of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance
with the procedures relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election
Notices described in this Section 2.03(l), (c) a statement that responding Certificateholders will be required to certify
their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree”
with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to
send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall, within
three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received that
clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the responses of the responding Certificateholders and whether that amount constitutes a majority. If (a) the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any,
or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder,
if any, or any other Certificateholder (other than the Holder of the RR Interest) or Certificate Owner


 






    -151- 


     


    

 


does not agree with
the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such
other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute
Resolution Election Notice”) within 30 days after the date the Proposed Course of Action Notice is posted on the Certificate
Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its
right to refer the matter to either mediation (including non-binding arbitration) or arbitration. In the event that (a) the Enforcing
Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including non-binding arbitration)
or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice, and
(c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate Owners
will also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes
of determining the course of action approved by the majority of responding Certificateholders.


 


(ii)           If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or
Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer as the Enforcing Party shall be the sole party entitled to determine a course of action, including,
but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)          Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (in each case, other than
of the RR Interest) (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer
shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either
mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request
(the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall
be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent
of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)          If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the


 






    -152- 


     


    

 


Enforcing Servicer,
then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement to determine
a course of action including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and
no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.


 


(v)           If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the certificate administrator’s
website, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under
clause (ii), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled
to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)          Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)         In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)        For
the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of their
respective affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act
as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute


 






    -153- 


     


    

 


Resolution Notice or
otherwise to vote Certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant
to the procedures described under this Section 2.03(l).


 


(ix)           Subject
to the other provisions of this Section 2.03(l), the Requesting Certificateholder is entitled to elect either mediation
or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize the alternative
method in the event that the initial method is unsuccessful.


 


(m)          If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)            The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


 


(ii)           The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation
Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)          Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias
or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)           The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)          Out
of pocket costs and expenses of the applicable Special Servicer for mediation or arbitration, to the extent not agreed to be paid
by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the
case of arbitration) shall be reimbursable as a Servicing Advance.


 






    -154- 


     


    

 


(n)           If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)            The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)           The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider
will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)          Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil
Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing
motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)          The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The


 






    -155- 


     


    

 


arbitrator shall resolve
the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may not modify
or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the
power to award punitive damages or consequential damages in any arbitration conducted by them. Interest on any monetary award
shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final determination,
the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record
or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to
the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by
a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination of the
arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal
or state law, and may be enforced in any court of competent jurisdiction.


 


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


 


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


 


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


 


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


 


(ii)           If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure


 






    -156- 


     


    

 


receives a subpoena
or other request for information from a third party (other than a governmental regulatory body) for such confidential information,
the recipient shall promptly notify the other party to the resolution procedure and shall provide the other party with a reasonable
opportunity to object to the production of its confidential information.


 


(iv)          In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)          The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it is
required pursuant to Section 2.02(g).


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay-off or deed-in-lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 






    -157- 


     


    

 


(viii)        In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)          Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities under this Agreement shall be reimbursable as additional Trust Fund expenses.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the
other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, (i) in exchange
for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the
Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii)
the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iv) immediately
thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor
hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and such Certificates,
evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR
Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue
the Class V Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to
or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor
Trust.


 


Section 2.05     Creation of the
Grantor Trust. The portions of the Trust consisting of (i) the RR Interest Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the RR Interest and (ii) the Class V Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the Class V Certificates shall be treated as a grantor trust within the meaning of subpart
E, part I of subchapter J of the Code.


 


[End of Article II]


 


ARTICLE
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01     Administration
of the Mortgage Loans, the Serviced Companion Loans, and REO Properties.  (a) Each of the Master Servicers and the Special
Servicers shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced


 






    -158- 


     


    

 


Mortgage Loan), any
Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated
(as provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the pari passu nature of such Companion
Loans (as determined by the applicable Master Servicer or the applicable Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the pari passu nature of the Companion Loan. With respect
to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related
Intercreditor Agreement shall control; provided that in no event shall the applicable Master Servicer or the applicable
Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor
Agreement that would cause such Master Servicer or such Special Servicer, as the case may be, to violate the Servicing Standard
or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect to all Mortgage Loans (other than
the NCB Mortgage Loans), any related Serviced Companion Loan and other related assets in the Trust and, as such, shall service
and administer such Mortgage Loans, any related Serviced Companion Loan and such other assets as shall be required of the applicable
Master Servicer hereunder and under any related Intercreditor Agreement. The General Special Servicer shall be the Special Servicer
with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced Companion Loan and other related
assets in the Trust and, as such, shall service and administer such Mortgage Loans, any related Serviced Companion Loan and such
other assets as shall be required of the applicable Special Servicer hereunder and under any related Intercreditor Agreement.
The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage Loans and other related assets in the Trust
and, as such, shall service and administer such NCB Mortgage Loans and such other assets as shall be required of the applicable
Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect to the NCB Co-op Mortgage Loans
and other related assets in the Trust and, as such, shall service and administer such NCB Co-op Mortgage Loans and such other
assets as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement and any references to
the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans in the context of such
duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable Master Servicer or
the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other related asset in the Trust serviced
hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, each Master Servicer and each
Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the
same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with
which such Master


 






    -159- 


     


    

 


Servicer or such Special Servicer, as the case may be, services and administers similar mortgage loans owned
by such Master Servicer or such Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments
of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or
an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any
related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if
such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the
Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders
of the related Companion Loan constituted a single lender), taking into account the pari passu nature, as applicable, of the related
Companion Loan), as determined by such Master Servicer or such Special Servicer, as the case may be, in its reasonable judgment,
in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial,
multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising
from: (i) any relationship that the applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master
Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement,
any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate,
Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the applicable Master Servicer, the applicable
Special Servicer or any Affiliate of such Master Servicer or such Special Servicer, as applicable; (iii) the obligation, if any,
of the applicable Master Servicer to make Advances; (iv) the right of the applicable Master Servicer or the applicable Special
Servicer, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement for its costs
hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) a Non-Serviced
Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties
not covered by this Agreement or held by the Trust by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, or any of its Affiliates; (vi) any debt that the applicable Master Servicer or the applicable Special Servicer, as
the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without
limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan the applicable
Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation
of the applicable Master Servicer or the applicable Special Servicer, or any of their respective Affiliates, to repurchase or
substitute for a Mortgage Loan as a Mortgage Loan Seller (if such Master Servicer or such Special Servicer or any of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The applicable Master Servicer and
the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken
regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the foregoing, subject
to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or


 






    -160- 


     


    

 


as otherwise provided
herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than
the Non-Serviced Mortgaged Properties); provided that the applicable Master Servicer shall continue to receive payments
and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially
Serviced Loans, except for the reports specified herein as prepared by the applicable Special Servicer, as if no Servicing Transfer
Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and
to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein;
provided, further, however, that the applicable Master Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the applicable Special Servicer to provide sufficient information
to such Master Servicer to comply with such duties or failure by such Special Servicer to otherwise comply with its obligations
hereunder. No Master Servicer, in its capacity as a Master Servicer, shall have any responsibility for the performance by a Special
Servicer, in its capacity as a Special Servicer, of its duties under this Agreement. No Special Servicer, in its capacity as a
Special Servicer, shall have any responsibility for the performance by a Master Servicer, in its capacity as a Master Servicer,
of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced
Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing,
subject to Section 3.19 and in accordance with the terms of this Agreement, the applicable Master Servicer shall be obligated
to service and administer any Non-Specially Serviced Loan and any related Serviced Companion Loan. The applicable Special Servicer
shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements
and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and forward to the applicable Master
Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with
Section 3.12. After notification to the applicable Master Servicer, the applicable Special Servicer may contact the Mortgagor
of any Non-Specially Serviced Loan if efforts by such Master Servicer to collect required financial information have been unsuccessful
or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation of the applicable Master
Servicer. No provision herein contained shall be construed as an express or implied guarantee by the applicable Master Servicer
or the applicable Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced
Companion Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement to such Master
Servicer or such Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed
for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by either Master Servicer or the Trustee
is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose
on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans.
No provision hereof shall be construed to impose liability on the Master Servicers or the Special Servicers for the reason that
any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery
is less than the amount reflected in such determination.


 


(b)           Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and


 






    -161- 


     


    

 


applicable law, each
of the Master Servicers and the Special Servicers shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each Master Servicer and each Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related
Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
(and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any
and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created
by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other
documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and
6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The applicable Master Servicer (with respect to
Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall provide to
the Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the
related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the applicable
Master Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit
R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such
Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable Master Servicer or
the applicable Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached
hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer,
as applicable) and other documents necessary or appropriate to enable the applicable Master Servicer or the applicable Special
Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the applicable Master Servicer or the applicable Special
Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special
Servicer. Notwithstanding anything contained herein to the contrary, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding
solely under the Trustee’s name without indicating such Master Servicer’s or such Special Servicer’s, as the
case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action,
suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that such Master
Servicer or such Special Servicer, as applicable, shall then provide five (5)


 






    -162- 


     


    

 


Business Days’
written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably
required in the judgment of such Master Servicer or such Special Servicer, as applicable, made in accordance with the Servicing
Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or
indicate such Master Servicer’s or such Special Servicer’s, as applicable, representative capacity)) or (ii) take
any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
state.


 


(c)           To
the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable Master
Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms
of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the
Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable
Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that
the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are
silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the
applicable Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The applicable Master
Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)           The
relationship of each of the Master Servicers and the Special Servicers to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)           Each
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)            Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later
of (i) the receipt thereof by the


 






    -163- 


     


    

 


applicable Master Servicer
and (ii) the Closing Date, the applicable Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan
identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that
the applicable Master Servicer or the applicable Special Servicer shall service the related Mortgage Loan for the benefit of the
Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.


 


With respect to letters of credit delivered
in accordance with subclause (B) of clause (xii) of the definition of “Mortgage File”, (a) within sixty
(60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other applicable Mortgage
Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the applicable Master
Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the Closing
Date, the applicable Master Servicer shall present such letter of credit and the related assignment documentation delivered by
the Mortgage Loan Seller in accordance with such subclause of the definition of “Mortgage File” to the letter of credit
bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in the name of (x)
in the case of the Mortgage Loans other than the NCB Mortgage Loans, “Wells Fargo Bank, National Association, as General
Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK
2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13” or (y) in the case of the NCB Mortgage Loans,
“National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13”.
The applicable Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from the issuing
letter of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date. The related
Mortgage Loan Seller shall provide such reasonable cooperation as requested by the General Master Servicer, including without limitation
by delivering such additional assignment or amendment documents required by the issuing bank in order to reissue a letter of credit
as provided above.


 


(g)           If
a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable Master Servicer
or the applicable Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related
letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs
and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
after the applicable Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then
such Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses,
and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan
Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither
the applicable Master Servicer nor the applicable Special Servicer


 






    -164- 


     


    

 


shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


Each Master Servicer acknowledges that
any letter of credit held by it shall be held in its capacity as agent of the Trust, and if such Master Servicer sells its rights
to service the applicable Mortgage Loan, such Master Servicer shall assign the applicable letter of credit to the Trust or (with
respect to any Specially Serviced Loan) at the direction of the applicable Special Servicer to such party as such Special Servicer
may instruct, in each case at the expense of the applicable Master Servicer. Each Master Servicer shall indemnify the Trust for
any loss caused by the ineffectiveness of such assignment.


 


(h)           Notwithstanding
anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable) make an Advance
with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included
in the Trust Fund.


 


(i)            Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor Agreement,
as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with
the related Intercreditor Agreement remain due and owing.


 


(j)            The
applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section
3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the
extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan Holder(s), in
accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by any related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu Companion Loan(s), in accordance
with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan(s).


 


(k)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making Advances)
even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement
is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicers
nor


 






    -165- 


     


    

 


the Special Servicers
shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant to Section
6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal
claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the
Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related
Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the applicable Master Servicer
shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund;
provided, however, that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan
continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related
Intercreditor Agreement) has not been entered into, the applicable Master Servicer shall inform the related Other Servicer of
any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such
an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the second proviso to the preceding sentence, the applicable Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
such Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by such Master Servicer hereunder.


 


(l)            Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and the applicable
Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the
related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any Specially
Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce
the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and
Non-Serviced PSA. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of
the related Intercreditor Agreement shall control.


 


(m)          The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is included
in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole Loan
shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing


 






    -166- 


     


    

 


agreement has been
agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade,
qualification or withdrawal of then-current ratings of any Class of Certificates then outstanding.


 


(n)           Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s and the applicable
Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s and the applicable
Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related
Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the applicable
Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the benefits of the rights of the
Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict
between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(o)           In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan), upon
the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the applicable Master
Servicer (if such Serviced Companion Loan is not a Specially Serviced Loan), the applicable Special Servicer (if such Serviced
Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(p)           For
the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator or the Trustee have
any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the applicable Master Servicer to provide information and collections and make P&I Advances to the Certificate
Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt
of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(q)           Nothing
contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special Servicer to lend
money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an NCB Co-op Mortgage
Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness may be secured
by a lien on the related Mortgaged Property), accept deposits from or otherwise generally engage in any kind of business or dealings
with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 






    -167- 


     


    

 


Section 3.02     Collection
of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage
Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are
consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to each
Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer shall be permitted
to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest to
the extent permitted under the related Mortgage Loan documents; provided, further, that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash
flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master Servicer or the applicable
Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that such Master Servicer
or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the
foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with
respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such
Mortgage Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or the applicable Special
Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of
a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if such Master Servicer or such
Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within
five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver);
provided, further, that after the occurrence and during the continuance of a Control Termination Event, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing
Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder
shall have no consent or consultation rights with respect to the foregoing waivers in relation to any Excluded Loan with respect
to the Directing Certificateholder.


 


(b)           (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related


 






    -168- 


     


    

 


Mortgagor, Liquidation
Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of
amounts payable to any applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied
in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and unpaid
interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


 


third, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest
and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below
on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third
that either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made;


 


fourth, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of principal of
such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts, and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 






    -169- 


     


    

 


sixth, as a recovery
of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and
insurance premiums and similar items relating to such Mortgage Loan;


 


seventh, as a recovery
of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth, as a recovery
of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth, as a recovery
of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth, as a recovery
of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


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


 


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


 


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


 


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


 


(ii)           Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating,


 






    -170- 


     


    

 


managing, leasing,
maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan, exclusive of any amounts
payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related Intercreditor Agreement) shall
be applied in the following order of priority:


 


first, as a recovery
of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and
interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses with
respect to such Mortgage Loan;


 


second, as a recovery
of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


 


third, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest
and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below
or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest
described in sub-clause (i) of this clause third that either (A) was not advanced because of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal
to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth, to the extent
not previously so allocated pursuant to clause first or second above, as a recovery of principal of
such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
Amounts and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior
paragraph on earlier dates);


 


sixth, as a recovery
of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 






    -171- 


     


    

 


seventh, as a recovery
of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth, as a recovery
of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


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


 


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


 


provided that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of
the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application
as described above.


 


(iii)          Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments pursuant to
the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall
be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation
Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, or in
accordance with Section 3.02(b)(ii) above.


 


(c)           To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)           In
the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the Determination
Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special Servicer
will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such Special
Servicer, as the case may be, shall notify the Trustee and the Certificate Administrator two (2) Business Days prior to the related
Distribution Date. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or


 






    -172- 


     


    

 


the Trustee shall be
responsible for any failure of the related Mortgagor to pay any Excess Interest or prepayment penalty. The preceding statements
shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)           With
respect to any Mortgage Loan or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow funds
or to post a letter of credit related to obtaining certain performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)            Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Securitization Date, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the
related Non-Serviced Special Servicer (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit
T) stating that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the applicable Master Servicer all amounts payable to, and to forward, deliver or otherwise make available,
as the case may be, to the applicable Master Servicer all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related
Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The applicable Master Servicer shall, within two (2) Business
Days of receipt of properly identified funds, deposit into the Collection Accounts all amounts received with respect to the related
Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03     Collection
of Taxes, Assessments and Similar Items; Servicing Accounts. (a) Each Master Servicer shall establish and maintain one or
more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage Loan documents and, if applicable,
the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders
and the related Serviced Companion Noteholders collectively, but this shall not be construed to modify the respective interests
of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent
permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only


 






    -173- 


     


    

 


to: (i) effect payment
of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the applicable Master
Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages;
(iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required, to the applicable Master Servicer; (v) after the
occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the
applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent
permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. As part of its servicing duties, the applicable Master Servicer shall pay or
cause to be paid to the related Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms
of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the applicable Master
Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the applicable Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)           The
applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
applicable Master Servicer, in the case of all other related Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each
related Serviced Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the
status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding a Non-Serviced Mortgage Loan), and the applicable Master Servicer, in the case of all other related Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and each related Serviced Companion Loan, shall use reasonable efforts consistent
with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the applicable Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the applicable Master Servicer at the written direction of the applicable Special Servicer in the case of REO Loans) as allowed
under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with respect
to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve accounts (including
monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the
related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the
case of REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable,
that it is responsible for servicing hereunder, shall use reasonable efforts consistent


 






    -174- 


     


    

 


with the Servicing
Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first
become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


 


(c)           In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from
the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor
has failed to pay such item on a timely basis, and provided, however, that the particular advance would not, if made,
constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment
of taxes and assessments, the applicable Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as
the case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the applicable
Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the
date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or
REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further,
that the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to
be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to more
than one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a
monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to
the ultimate payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that
in an urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing Advance
in its sole discretion. Within five (5) Business Days of making such a Servicing Advance, the applicable Special Servicer shall
deliver to the applicable Master Servicer a request for reimbursement for such Servicing Advance, along with all information and
documentation in such Special Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may reasonably
request, and such Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special
Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by such Special Servicer pursuant
to the terms hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date
of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by such Special Servicer. Upon the applicable Master Servicer’s reimbursement to the applicable Special Servicer
of any Servicing Advance and payment to such Special Servicer of interest thereon, all in accordance


 






    -175- 


     


    

 


with this Section
3.03, such Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same
time as such Special Servicer actually made such Servicing Advance, and accordingly, such Master Servicer shall be entitled to
be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same
manner and to the same extent as such Master Servicer would otherwise have been entitled if it had actually made such Servicing
Advance at the time such Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the applicable
Master Servicer shall not be required to reimburse the applicable Special Servicer out of its own funds for, or to make at the
direction of such Special Servicer, any Servicing Advance if such Master Servicer determines in its reasonable judgment that such
Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The applicable Master Servicer shall notify such Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to such Special Servicer pursuant to Section
3.05 of this Agreement.


 


Any request by a Special Servicer that
the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer and the Trustee shall be entitled
to conclusively rely on such determination, provided that the determination shall not be binding on such Master Servicer
or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special Servicer
shall report to the applicable Master Servicer if such Special Servicer determines any Servicing Advance previously made by such
Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. Such Master Servicer
shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon such Master Servicer,
and shall in no way limit the ability of such Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that only a portion of,
and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines
that a proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect
to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the
Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2) Business
Days of the date of such determination. Any such determination by the applicable Special Servicer that such Servicing Advance is
or would be a Nonrecoverable Servicing Advance shall be binding on the applicable Master Servicer and the Trustee. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section
3.05(a). No costs incurred by a Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments
and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable,


 






    -176- 


     


    

 


notwithstanding that
the terms of such Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If a Master Servicer fails to make
any required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge
of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein
to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything to the contrary
contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect (but shall not be
required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in its Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the applicable
Master Servicer (or the applicable Special Servicer, as the case may be) has determined that a Servicing Advance with respect to
such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the
applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure), where making such expenditure
would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would
cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or
Serviced Companion Loan; provided that in each instance, the applicable Master Servicer or the applicable Special Servicer,
as the case may be, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered
to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if applicable, the Companion
Holders), all as a collective whole (taking into account the pari passu nature of any Companion Loans). The applicable Master
Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms
of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced
Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced
Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole
Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner
set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)           In
connection with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the applicable Special Servicer and then the applicable Master Servicer, as the case may be and in that order, shall be entitled
to receive, out of any amounts then on deposit in the applicable Collection Account interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.
Subject to Section 3.17(c), the applicable Master Servicer shall


 






    -177- 


     


    

 


reimburse itself, the
applicable Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible
after funds available for such purpose are deposited in the applicable Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the applicable Master Servicer’s
or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however,
that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter such
Master Servicer’s obligation to reimburse such Special Servicer for any outstanding Servicing Advance as provided for in
this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan
are insufficient for any such reimbursement, the applicable Master Servicer shall use efforts in accordance with the Servicing
Standard to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain
any reimbursement available from the holder of the related Companion Loan.


 


(e)           To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the applicable Master Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall report
any such failure to the applicable Special Servicer within a reasonable time after the date as of which actions or remediations
are required to be or to have been taken or completed.


 


Section 3.04     The
Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the Retained
Certificate Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and maintain, or cause to be established
and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited on a daily basis and
in no event later than the second Business Day following receipt of available and properly identified funds (in the case of payments
by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than any amounts received
from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto, in each case, with respect
to the Mortgage Loans for which it acts as Master Servicer:


 






    -178- 


     


    

 


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


 


(ii)           all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)          late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(b);


 


(iv)          all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holder of the
majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties
in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and
(B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)          any
amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)         any
amounts required to be deposited by either Master Servicer or either Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing requirements,
a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized to withdraw
immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with
the terms hereof and shall be reported as if deposited in its Collection Account and then withdrawn.


 


The foregoing requirements for deposit
in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other
amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing


 






    -179- 


     


    

 


compensation need not
be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection Account
any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors on Specially
Serviced Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of the foregoing
amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable Special Servicer shall remit
within one (1) Business Day such amounts to the applicable Master Servicer for deposit into the applicable Collection Account,
in accordance with this Section 3.04(a), provided that to the extent any of the foregoing amounts are received after
2:00 p.m. (Eastern Time) on any given Business Day, the applicable Special Servicer shall use commercially reasonable efforts to
remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the applicable Special Servicer shall
remit such amounts to the applicable Master Servicer within two (2) Business Days of receipt of such amounts. Any such amounts
received by the applicable Special Servicer with respect to an REO Property shall be deposited by such Special Servicer into its
REO Account and remitted to the applicable Master Servicer for deposit into its Collection Account, pursuant to Section 3.14(c).
With respect to any such amounts paid by check to the order of the applicable Special Servicer, such Special Servicer shall endorse
without recourse or warranty such check to the order of the applicable Master Servicer and shall promptly deliver any such check
to such Master Servicer by overnight courier. Funds in the Collection Accounts may only be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the General Master Servicer
shall be located at the offices of Wells Fargo Bank, National Association. As of the Closing Date, the Collection Account for the
NCB Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. Each Master Servicer shall give
written notice to the Trustee, the Special Servicers, the Certificate Administrator and the Depositor of the new location of its
Collection Account prior to any change thereof.


 


(b)           The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in trust
for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), (ii) the Upper-Tier REMIC Distribution
Account in trust for the benefit of the Certificateholders (other than the Holders of the Class V Certificates), and (iii) the
Excess Interest Distribution Account in trust for the benefit of the Holders of the Class V Certificates and the RR Interest. Each
Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit
(x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable to the Mortgage Loans
for which it acts as Master Servicer (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c), (d)
and (e) of the definition of Aggregate Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date then on deposit in the applicable Collection Account maintained by
the applicable Master Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance
of doubt, so long as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution
Account, the Interest Reserve Account and the Excess Interest


 






    -180- 


     


    

 


Distribution Account
shall remain uninvested. The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j) of
this Agreement.


 


With respect to the Serviced Companion
Noteholders, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may be a subaccount
of the related Collection Account, for distributions to the Serviced Companion Noteholders. Funds in the Companion Distribution
Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall separately
track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such Serviced
Companion Loan. On each Serviced Whole Loan Remittance Date, (1) first, the applicable Master Servicer shall withdraw from its
Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received
on, and payable in respect of, the applicable Serviced Companion Loan prior to such date and deposit such amount in the Companion
Distribution Account; provided, however, that in no event shall the applicable Master Servicer be required to transfer
to the Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to
this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion
Paying Agent shall make the payments and remittance described in Section 4.01(k). With respect to any Serviced Whole Loan,
in the event the applicable Master Servicer has received written notice that an Other Servicer or Other Trustee has made an advance
of a monthly debt service payment on a related Serviced Pari Passu Companion Loan and such Master Servicer subsequently receives
Late Collections in respect of such advanced payment, such Master Servicer shall remit to the applicable Other Servicer or Other
Trustee, within two (2) Business Days following receipt of such Late Collections in properly identified funds, the amount allocable
to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account,
the Excess Interest Distribution Account and the Interest Reserve Account, may be subaccounts of a single Eligible Account, which
shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts required
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer shall,
as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


 


(i)            any
amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 






    -181- 


     


    

 


(ii)           any
P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)          any
Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the applicable Collection
Account pursuant to Section 9.01);


 


(iv)          any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


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


 


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


 


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


 


Promptly on each Distribution Date,
the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the Upper-Tier
REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount and the
amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
Regular Interests as specified in Section 4.01(b) and Section 4.01(c), respectively.


 


Funds on deposit in the Gain-on-Sale
Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution
Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long
as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such funds may
be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate
Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains
such account which shall mature, unless payable on


 






    -182- 


     


    

 


demand, not later than
such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account,
and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted
Investments to be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders
of the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 as their interests may appear”,
or in the name of any successor trustee, as Trustee for the Holders of the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK13 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicers or the
Special Servicers shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all income and gain
realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be
for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income
from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the
Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required to
be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


On the Closing Date, the Depositor
shall deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the Legal
Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning 2019, upon receipt by the Certificate Administrator
from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal
invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be
sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “BANK-2018-BNK13-
Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC or the
Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes,
and shall be taxable on all income earned therefrom.


 


Upon the depletion of the Legal Fee
Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify the Depositor,
and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator shall
have no responsibility in connection therewith.


 


The Certificate Administrator shall
have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received. On the final Distribution
Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal Fee Reserve Account in accordance
with directions provided by the Depositor.


 






    -183- 


     


    

 


As of the Closing Date, the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier REMIC Distribution
Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the
Trustee, the Master Servicers and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution
Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if established, the Gain-on-Sale
Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of doubt, the Collection
Accounts (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account, if it is a sub-account
of a Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Retained Certificate
Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account
(and any portion of the Collection Accounts holding Excess Interest) (including interest, if any, earned on the investment of funds
in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Class V Certificates and the RR Interest;
the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Companion Holders; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of
funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)           Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from a Master Servicer or a Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on
behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf
of the Trustee in trust for the benefit of the Holders of the Class V Certificates and the RR Interest, which shall be an asset
of the Grantor Trust, but shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established
and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable Distribution Date, the
applicable Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received by such Master Servicer prior to the Determination Date for the applicable Collection
Period.


 


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


 


(e)           The
Certificate Administrator shall establish (upon notice from the applicable Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders (other than
Holders of the RR Interest) and (ii) the Retained Certificate Gain-on-Sale Reserve Account


 






    -184- 


     


    

 


for the benefit of
the Holders of the RR Interest. Each of the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition of any REO Property,
in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to any related Serviced Companion
Loan in connection with such sale and remit such funds to the applicable Master Servicer on the later of (x) the date that is on
or prior to each Determination Date or (y) two (2) Business Days after such amounts are received and properly identified, along
with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report. On the related Remittance
Date, the applicable Master Servicer shall remit such funds that are allocable to the Mortgage Loan to the Certificate Administrator,
who shall (i) deposit the Non-Retained Percentage of such funds into the Gain-on-Sale Reserve Account and (ii) deposit the Required
Credit Risk Retention Percentage of such funds into the Retained Certificate Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)            Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into the Retained
Certificate Gain-on-Sale Reserve Account.


 


(g)           If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such
Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, within two (2) Business Days of receipt of properly identified and
available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate
Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations
Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Accounts to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Accounts to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund
for all federal income tax purposes, and shall be taxable on all income earned thereon.


 






    -185- 


     


    

 


Section 3.05     Permitted
Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account. (a) Each Master
Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount of its Collection
Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not being an order of
priority and without duplication of the same payment or reimbursement):


 


(i)            (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)           (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB Master Servicer, any
such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to payment of Servicing Fees
pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or
REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by such Special Servicer
in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan, as applicable, and then, pro rata and pari passu, from the related Mortgage Loan and any related
Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances) and then out of
general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the applicable Master Servicer,
if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially
Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment
of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan,
Specially Serviced Loan or REO Loan (other than any related Companion Loan), as


 






    -186- 


     


    

 


applicable, being limited
to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect
to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form
of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon,
and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section 12.02(b))
Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as a result of
an Affirmative Asset Review Vote;


 


(iii)          to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late
Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with
respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I
Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts
collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion
Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari
Passu Companion Loans and the AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Accounts; provided, further, that if such P&I Advance with respect to
a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but
without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections and
recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in its Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (iv) below;
and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(iv)          to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related
Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation
Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related Mortgage
Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided
that, with respect to any AB Subordinate Companion Loan, the


 






    -187- 


     


    

 


foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and the
AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
applicable Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes
a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in the applicable Collection Account
from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause
(v) below;


 


(v)           to
reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by such Master
Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a
Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the
related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan (if any) and then, pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu
Companion Loan in accordance with their respective outstanding principal balances and provided, further, that, in
case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement
shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Accounts; provided, further, that with respect to a Serviced Mortgage Loan,
reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from
amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced
Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole


 






    -188- 


     


    

 


Loan are allocated
to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loan), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Accounts related to any Mortgage Loan) or
(3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned
Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Accounts of all amounts received in connection therewith;


 


(vi)          at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any
such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon
in accordance with Section 4.03(d) and Section 3.11(b), (b) any unreimbursed Servicing Advances (including any such
Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to pay
itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued
and payable thereon in accordance with Section 3.03(d) and 3.11(b) or (c) any Nonrecoverable Advances pursuant to
clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion
Loan);


 


(vii)         to
reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


(viii)        in
accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,


 






    -189- 


     


    

 


and then out
of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, for any unreimbursed expense
reasonably incurred by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations
under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable
pursuant to clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate
Companion Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(ix)          to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer; provided
that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion
Loan and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections with respect to the Mortgage Loan;


 


(x)           to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in its Collection Account and the Companion Distribution Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to its Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and


 






    -190- 


     


    

 


such Penalty Charges
are not needed to pay interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation
Fees and Workout Fees) in accordance with Section 3.11(b); and (b) to pay the applicable Special Servicer, as additional
servicing compensation in accordance with Section 3.11(b), Penalty Charges collected on Specially Serviced Loans (but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and
expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section
3.11(b));


 


(xi)          to
recoup any amounts deposited in its Collection Account in error;


 


(xii)         to
pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section
6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®)
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiii)        to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 3.18(m), Section 5.08(a) and 10.01(f) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c) in connection with
an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is in furtherance of
the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their
respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans
on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the
foregoing shall not limit or


 






    -191- 


     


    

 


otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)        to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee is liable therefor pursuant to Section 10.01(g);


 


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


 


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


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)      to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(j);


 


(xix)        [RESERVED];


 


(xx)          so
long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date,
to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account,
any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the
subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i) –
(xviii) above;


 


(xxi)         to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b)


 






    -192- 


     


    

 


without duplication
of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxii)        to
clear and terminate its Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(xxiii)       to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Each Master Servicer shall also be
entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated by this Agreement,
the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


Each Master Servicer shall keep and
maintain separate accounting records, on a loan-by-loan and, when appropriate, on a property-by-property basis, for the purpose
of justifying any withdrawal from its Collection Account.


 


Each Master Servicer shall pay to the
applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer
of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The applicable Master Servicer
may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The applicable
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and,
when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection
Account. Notwithstanding the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees
arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding anything to the contrary
in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that
would otherwise be payable to the related Companion Loan, as applicable.


 


(b)           The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 






    -193- 


     


    

 


(i)            to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)           to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)          to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
either Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 10.01(f) or
Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, either
Master Servicer or either Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)           to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicers or the Special Servicers is liable therefor pursuant to Section 10.01(g);


 


(vi)          to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)         to
pay to the applicable Master Servicer any amounts deposited by such Master Servicer in the Distribution Accounts not required to
be deposited therein;


 


(viii)        to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)           termination
of this Agreement pursuant to Section 9.01.


 






    -194- 


     


    

 


(c)           The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


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


 


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


 


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


 


(e)           [RESERVED].


 


(f)            Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Accounts and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of
such fees and (ii) if amounts on deposit in the Collection Accounts are not sufficient to reimburse the full amount of Advances
and interest thereon listed in Sections 3.05(a)(ii), 3.05(a)(iii), 3.05(a)(iv), 3.05(a)(v), and 3.05(a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the applicable Special Servicer, third to the applicable Master Servicer and then to the Operating Advisor.


 


(g)           If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced
REO Property, then the applicable Special Servicer shall promptly upon written direction from the applicable Master Servicer (provided
that, (1) with respect to clause (iv) below, such Special Servicer shall have provided notice to the applicable Master Servicer
of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall
have provided the applicable Master Servicer and such Special Servicer with five Business Days’ prior notice of such final
Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund
to such Master Servicer for deposit into the applicable Collection Account for the following purposes:


 


(i)            to
reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, in accordance with Section 3.05(a)
of this Agreement, for any


 






    -195- 


     


    

 


Nonrecoverable Advance
made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest on such
Advances);


 


(ii)           to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)          to
offset any portion of Realized Losses or Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage
Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments),
incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)          following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)           On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Retained Certificate
Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)           Any
Loss of Value Payments transferred to the Collection Accounts pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Accounts pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Accounts to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)            The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(k).


 


Section 3.06     Investment
of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund. (a) Each Master Servicer may direct any depository
institution maintaining its Collection Account, the Companion Distribution Account, or any Servicing Account maintained by or
for such Master Servicer (for purposes of this Section 3.06, an “Investment Account”), each Special Servicer
may direct any depository institution maintaining


 






    -196- 


     


    

 


its REO Account and
Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if
it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding
the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person
other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which
funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such
account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the applicable Master Servicer or the applicable Special Servicer,
as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. Each Master
Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or
for such Master Servicer), each Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for such Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of
any Permitted Investment of amounts in such Collection Account, such Companion Distribution Account, such Servicing Accounts,
such Loss of Value Reserve Fund or such REO Account, as applicable, that is either (i) a “certificated security,”
as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other
property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable
law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section
8-102(a)(17) of the UCC), each Master Servicer or each Special Servicer, as the case may be, shall take or cause to be taken such
action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event
amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the applicable
Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for such Master Servicer) or the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund
or any Servicing Account maintained by or for such Special Servicer) shall:


 


(i)            consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required
to be withdrawn on such date; and


 


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


 


(b)           Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and


 






    -197- 


     


    

 


including the P&I
Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer
to the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may
be. Interest and investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance
Date, shall be for the sole and exclusive benefit of the applicable Special Servicer and shall be subject to its withdrawal in
accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as
to which the applicable Master Servicer or applicable Special Servicer, as the case may be, would have been entitled to any Net
Investment Earnings hereunder) directed to be made by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the applicable Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for such Master Servicer), the applicable Special Servicer (in
the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for such Special Servicer) shall
deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if
any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date; provided that neither the applicable Master Servicer nor the applicable
Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such
Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition
of Eligible Account at the time such investment was made (and such federal or state chartered depository institution or trust
company is not an Affiliate of such Master Servicer or such Special Servicer, as applicable, unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the applicable Master Servicer may and,
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section 3.07     Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master Servicer (with respect to the applicable
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent
with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and
each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the
extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is


 






    -198- 


     


    

 


required under the
related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the applicable Master Servicer or the applicable Special
Servicer, as the case may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination
with respect to any required Servicing Advance, each Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and any related Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than a
Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in
the event the Trustee has an insurable interest therein and such insurance is available to such Master Servicer or such Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined (provided that
any determination that such insurance coverage is not available or not available at commercially reasonable rates shall be made
(i) prior to the occurrence and continuance of any Control Termination Event and other than with respect to any Excluded Loan
as to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the occurrence and during
continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, after
consultation with the Directing Certificateholder, and (iii) with respect to any REO Property and other than with respect to an
Excluded Loan as to the Risk Retention Consultation Party, after consultation with the Risk Retention Consultation Party (pursuant
to Section 6.08(a) or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion Loan) and, after
consultation by the applicable Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in the case of the Directing Certificateholder and Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party)). Such determination shall be made by the applicable Special Servicer except to the extent that the failure
of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such Master Servicer (with respect to a
Non-Specially Serviced Loan) or such Special Servicer (with respect to a Specially Serviced Loan); provided, however,
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, such Master Servicer or, with respect to REO Property, such Special Servicer, as applicable, shall impose or maintain,
as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in
place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, a Master Servicer
shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain)
insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable
Insurance Default (as determined by the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable
Special Servicer (with respect to a Specially Serviced Loan) (i) unless a Control Termination Event has occurred and is continuing
and other than with respect to any Excluded Loan as to the Directing Certificateholder, with the consent of the Directing Certificateholder,
(ii) after the occurrence and during continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder, after
consultation with the Directing Certificateholder, (iii) with respect to any Specially Serviced Loan other than an Excluded Loan
as to the Risk Retention Consultation Party, after consultation


 






    -199- 


     


    

 


with the Risk Retention
Consultation Party pursuant to Section 6.08(a) (or, in each case, with respect to any Serviced AB Whole Loan, prior to
the occurrence and continuance of a related AB Control Appraisal Period, the applicable Special Servicer with the consent of the
Serviced AB Whole Loan Controlling Holder) and (iv) other than with respect to any Excluded Loan, the consent of the Directing
Certificateholder, and only in the event the Trustee has an insurable interest therein and such insurance is available to the
applicable Master Servicer or the applicable Special Servicer, as the case may be, and, if available, can be obtained at commercially
reasonable rates. Each Master Servicer and each Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section
3.15(a) and the costs of such insurance being reimbursed or paid to the applicable Special Servicer as provided in the third-to-last
sentence of this paragraph, such Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
such Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than with respect
to any Excluded Loan as to the Directing Certificateholder, with the consent of the Directing Certificateholder, (ii) after the
occurrence and during continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder, after consultation with
the Directing Certificateholder, and (iii) with respect to any Specially Serviced Loan other than an Excluded Loan as to the applicable
Special Servicer, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (or, in each
case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the Serviced AB Whole Loan Controlling Holder)) that such insurance is not available at commercially reasonable
rates or that the Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled
to conclusively rely on such Special Servicer’s determination. All Insurance Policies maintained by a Master Servicer or
a Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to the applicable Master Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage
Loan), including any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the
case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x)
the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan
documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment,
in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first proviso
in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such Insurance Policies (other
than amounts to be applied to the


 






    -200- 


     


    

 


restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion
Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation
to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection
Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any),
notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by a Special Servicer
in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced
by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if
such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the applicable Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, no Master Servicer shall be required to maintain, and will not be
in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was
required at the time of origination of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently available
at commercially reasonable rates.


 


Notwithstanding the foregoing, with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x)
require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order
to protect its interests, the applicable Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance
with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided
that such Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage Loan
is a Specially Serviced Loan, notify the applicable Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon such Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master
Servicer pursuant to clause (B) above. In addition, upon the written request of the Risk Retention Consultation Party with respect
to any individual triggering event, the applicable Special Servicer will be required to consult on a non-binding basis pursuant
to Section 6.08(a) with the Risk Retention Consultation Party (only with respect to a Specially


 






    -201- 


     


    

 


Serviced Loan and other
than with respect to any Mortgage Loan that is an Excluded Loan as to such party) within the same time period as it would obtain
consent of, or consult with, the Directing Certificateholder in connection with any such determination, by such Special Servicer,
of an Acceptable Insurance Default. If the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable
Special Servicer (with respect to a Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure
is not an Acceptable Insurance Default, such Special Servicer (with respect to such determination made by the Special Servicer)
shall notify the applicable Master Servicer and such Master Servicer shall use efforts consistent with the Servicing Standard
to cause such insurance to be maintained. Each Master Servicer and each Special Servicer (at the expense of the Trust) shall be
entitled to rely on insurance consultants in making such determinations. Each Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, each Master
Servicer or each Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10)
highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than
5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that the applicable
Master Servicer or the applicable Special Servicer is evaluating the availability of such insurance or waiting for a response
from the Directing Certificateholder or the holder of any Companion Loan, and/or (solely with respect to Specially Serviced Loans)
upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation
Party, neither the applicable Master Servicer nor the applicable Special Servicer will be liable for any loss related to its failure
to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not be in default of its obligations
as a result of such failure and such Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)           (i)
If either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer
insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding
any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable Special Servicer
shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy
complying with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into its Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In


 






    -202- 


     


    

 


connection with its
activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the applicable Master Servicer
agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance
Policy in a timely fashion in accordance with the terms of such policy. Each Special Servicer, to the extent consistent with the
Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged
Property), provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)           If
either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such Special Servicer
on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event either Master Servicer
or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by such Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case such Master Servicer or such Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the applicable Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest
policy because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)           Each
Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer covering
losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors or omissions.
Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the applicable
Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master Servicer or such
Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as
the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds,
if any, and insurance policies are in full force and effect. Notwithstanding that certain Mortgage Loans may (i) specify a minimum
required claims paying


 






    -203- 


     


    

 


ability and financial
strength rating of S&P for any insurance carrier issuing insurance policies required under such Mortgage Loan documents and
(ii) permit the lender to approve lower ratings in lender’s discretion, the applicable Master Servicer and the applicable
Special Servicer shall not obtain, or consent to a Mortgagor obtaining, any such insurance policy issued by a carrier rated by
S&P lower than the minimum rating specified in the related Mortgage Loan documents without obtaining a Rating Agency Confirmation
from S&P.


 


(d)           At
the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and,
if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is
available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, such Master
Servicer shall promptly make a Servicing Advance for such costs.


 


(e)           During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by such Special Servicer prior to the occurrence and continuance of a Control Termination Event,
with the consent of the Directing Certificateholder (other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party)) and, with respect to a Specially Serviced Loan and upon request of the Risk Retention Consultation Party within the
same time period as it would obtain the consent of, or consult with, the Directing Certificateholder in accordance with and to
the extent provided in Section 6.08 (in either such case, in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage
not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, amended, plus
such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing
Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of
the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid
by the applicable Master Servicer as a Servicing Advance.


 






    -204- 


     


    

 


(f)          Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the applicable Master
Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A-” by S&P, “A-” by Fitch or “A(low)” by DBRS (if then rated by DBRS),
such Master Servicer (or its public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed to
provide self-insurance with respect to any of its obligations under this Section 3.07.


 


(g)         Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08      Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature
of a “due-on-sale” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)         provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master
Servicer (with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable
Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves
a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale
or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that if such
matter is a Major Decision, (i) the applicable Special Servicer (A) prior to the occurrence and continuance of a Control Termination
Event and other than with respect to an Excluded Loan with respect to the Directing Certificateholder has obtained the consent
(or deemed consent) of the Directing Certificateholder to the extent required by, and pursuant to the process described under
Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control
Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing,
the applicable Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant
to Section 6.08(a) and (C) if such Mortgage Loan is not an Excluded Loan as to the Risk Retention Consultation Party and
(x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing,
the applicable Special Servicer shall have consulted with the Risk


 






    -205-


     


    

 


Retention
Consultation Party if and to the extent required pursuant to Section 6.08(a) (provided that in the case of clause
(A), clause (B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have
occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within
ten (10) Business Days after receipt of the applicable Special Servicer’s written recommendation and analysis and all information
reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably
available to such Special Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) with respect
to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance
greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together
with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans
with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest Mortgage Loans outstanding (by Stated Principal
Balance), the applicable Master Servicer or the applicable Special Servicer, as the case may be, prior to consenting to any action,
shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to sub-clauses (y) and (z) of this sub-clause (ii), such
Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is
continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with
the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With
respect to any “due-on-sale” matter described above that is a Major Decision related to any Mortgage Loan that is
not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, upon
request of the Risk Retention Consultation Party, the applicable Special Servicer shall consult on a non-binding basis with the
Risk Retention Consultation Party with respect to (i) prior to the occurrence and continuance of a Consultation Termination Event,
Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event, all
Mortgage Loans, within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement)
deliver a Review Package to the 17g-5 Information Provider (or,


 






    -206-


     


    

 


with
respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain
conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order
to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being
serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially Serviced Loans) and the applicable
Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee of record, shall determine
in accordance with the Servicing Standard whether such conditions have been satisfied.


 


(b)         As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)          provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master
Servicer (with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable
Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves
a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect
to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights,
provided that, if such matter is a Major Decision, (i) (A) if such Mortgage Loan is not an Excluded Loan with respect to
the Directing Certificateholder, no Control Termination Event shall have occurred and be continuing and the matter involves a
Major Decision, the consent (or deemed consent) of the Directing Certificateholder shall have been obtained by the Special Servicer
to the extent required by, and pursuant to the process described under, Section 6.08(a), and (B) if such Mortgage Loan
is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination Event shall have occurred and be
continuing, and no Consultation Termination Event shall have occurred and be continuing, the applicable Special Servicer shall
have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) and (C) if
such Mortgage Loan is not an Excluded Loan as to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially
Serviced Loan or (y) a Consultation Termination Event shall have


 






    -207-


     


    

 


occurred
and be continuing, the applicable Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the
extent required pursuant to Section 6.08(a) (provided that in the case of clause (A), clause (B) and
clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if
a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after
receipt of the applicable Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special
Servicer in order to grant or withhold such consent or conduct such consultation), and (ii) such Master Servicer or such Special
Servicer, as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the
Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and
proposed debt) or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of
the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed
additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $20,000,000; provided, however, that with respect to sub-clauses (A), (B), (C)
and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan with respect to the Directing Certificateholder (regardless of whether a Control Termination Event has occurred
and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


With
respect to any “due-on-encumbrance” matter described above that is a Major Decision related to any Mortgage Loan that
is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest,
upon request of the Risk Retention Consultation Party, the applicable Special Servicer shall consult on a non-binding basis with
the Risk Retention Consultation Party with respect to (i) prior to the occurrence and continuance of a Consultation Termination
Event, Specially Serviced Loans; and (ii) following the occurrence and during the continuance of a Consultation Termination Event,
all Mortgage Loans (for the avoidance of doubt, other than with respect to any transfer or assumptions provided for in clause
(xiv) or (xvi) of the definition of “Master Servicer Decision” or any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the
definition thereof), within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 



    -208-


     


    

 





In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if
not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with
Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer
shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect
to all Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


After
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver
with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is
a Non-Specially Serviced Loan as to which such matter involves a Major Decision, the applicable Master Servicer shall promptly
provide the applicable Special Servicer with written notice of any such request for such matter, and, unless the applicable Master
Servicer and the applicable Special Servicer mutually agree that such Master Servicer shall process such request, such Special
Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and such Master Servicer will
have no further obligation with regard to such request or due-on-sale or due-on-encumbrance. If the applicable Master Servicer
and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, the applicable
Master Servicer will be required to provide the applicable Special Servicer with such Master Servicer’s written recommendation
and analysis, to the extent such Master Servicer is recommending approval, and all information in such Master Servicer’s
possession that may be reasonably requested in order to grant or withhold such consent by the applicable Special Servicer or the
Directing Certificateholder or other person with consent or consultation rights; provided that in the event that such Special
Servicer does not respond within ten (10) Business Days after receipt of such written recommendation and analysis and all such
reasonably requested information, plus the time period provided to the Directing Certificateholder or other relevant party under
this Agreement and, if applicable, any additional time period provided to a Companion Holder under a related Intercreditor Agreement,
such Special Servicer’s consent to such matter shall be deemed granted.


 



    -209-


     


    

 





(c)         Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)         Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicers nor the
Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as
applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers (except with
respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects
pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)         [RESERVED].


 


(f)          For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof or, with respect to an NCB Co-op Mortgage Loan, in compliance with the provisions of the
following paragraph. In the case of a Special Servicer, no such waiver or consent shall be made without (x) (i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing
Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained if and to the extent
required by, and pursuant to the process described under Section 6.08(a), (y) (i) after the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan with respect to the Directing Certificateholder, after having consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) or (z) other than with respect to any Excluded Loan with respect
to the Risk Retention Consultation Party, after having consulted with the Risk Retention Consultation Party if and to the extent
required pursuant to Section 6.08(a).


 


(g)         Notwithstanding
the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions regarding the incurrence
of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without the need to obtain
any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the need to obtain a Rating
Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions have been
met; provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer shall not
waive any right it has, or grant any


 






    -210-


     


    

  





consent
it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance” clause under any Mortgage
Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered without any expense to
the Trust.


 


(h)         Notwithstanding
the foregoing provisions of this Section 3.08, if a Master Servicer or a Special Servicer, as applicable, makes a determination
under Section 3.08(a) or Section 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under
the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer
shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such
notice to the applicable Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d)
of this Section 3.09, Section 3.24, subject to the Directing Certificateholders’ and the Risk Retention Consultation
Party’s respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under
the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest
of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue in default as to
which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments,
and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the applicable Master Servicer
or the applicable Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of
such property unless such Special Servicer has determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to such Master Servicer or such
Special Servicer, as applicable, for such Servicing Advance, and such Master Servicer or such Special Servicer has not determined
that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs
and expenses incurred by the applicable Special Servicer in any such proceedings shall be advanced by the applicable Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require a Master Servicer or a Special Servicer, on
behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of
the fair market value of such property, as determined by the applicable Master Servicer or the applicable Special Servicer in
its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained
pursuant to the following sentence,


 






    -211-


     


    

  


all
such bids to be made in a manner consistent with the Servicing Standard. If and when the applicable Special Servicer or the applicable
Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the applicable
Special Servicer or the applicable Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect
to such property by an Independent MAI-designated appraiser the cost of which shall be paid by such Master Servicer as a Servicing
Advance.


 


(b)         The
applicable Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)          such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by such Special
Servicer; or


 


(ii)         such
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)          Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable Master Servicer nor the applicable
Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the applicable Special Servicer
has previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior
to any such acquisition of title or other action, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)         there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion


 






    -212-


     


    

 


Holders),
as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take
such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost
of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case
it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Intercreditor Agreement by the applicable Master Servicer from its Collection Account, including from the Companion Distribution
Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced
Whole Loan)); and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect
to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional
environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described
in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the applicable
Master Servicer and, with respect to Specially Serviced Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage
Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which
any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any
actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee
to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder
of the Lower-Tier Regular Interests).


 


(d)           If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan, and (ii)
there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section
4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the applicable Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after consultation with
the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an
AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with
respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the applicable
Special Servicer shall have notified the Rating Agencies, the Trustee, the


 






    -213-


     


    

 


Certificate
Administrator, the applicable Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Party ((A)
in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event and
(B) in the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party), in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii)
the Certificate Administrator shall have posted such notice of the applicable Special Servicer’s intention to so release
such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition
to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to more
than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days
of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond
by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any
Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an
expense of the Trust; provided that the applicable Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)         Each
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to
such party), the Master Servicers and the 17g-5 Information Provider monthly regarding any actions taken by such Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii) of the
first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions,
repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage
on such Mortgaged Property.


 


(f)          Each
Special Servicer shall notify the applicable Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide such Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and such
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and such Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to such Master Servicer by such
Special Servicer. Upon request, the applicable Master Servicer shall deliver a copy of any such report to the Trustee and the
Certificate Administrator.


 


(g)         Each
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 



    -214-


     


    

 





(h)         Each
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party) and the applicable Master Servicer and in no event later
than the next succeeding P&I Advance Determination Date.


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon
the payment in full of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the applicable Master Servicer
or the applicable Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary
for such purposes, the applicable Master Servicer or the applicable Special Servicer, as the case may be, will promptly notify
the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form
of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be deposited in the applicable Collection Account pursuant
to Section 3.04(a) or remitted to the applicable Master Servicer to enable such deposit, have been or will be so deposited.
Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the applicable Master
Servicer or the applicable Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the
Custodian shall release the related Mortgage File to the applicable Master Servicer or the applicable Special Servicer, as the
case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan,
the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)         From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the applicable Master Servicer or the applicable Special Servicer shall deliver to the Custodian
a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File
or any document therein to the applicable Master Servicer or the applicable Special Servicer (or a designee), as the case may
be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a
certificate of a Servicing Officer of the applicable Master Servicer or the applicable Special Servicer, as the case may be, stating
that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts
received or to be received in connection with such liquidation which are required to be deposited into the applicable Collection
Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been
or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released
by the Custodian to the applicable Master Servicer or the applicable Special Servicer


 






    -215-


     


    

  


(or
a designee), as the case may be, with the original being released upon termination of the Trust.


 


(c)         Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)         If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11     Servicing Compensation. (a) As compensation for its activities hereunder, the each Master
Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan
(other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any
Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA) for which
it acts as a master servicer. As to each Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time
to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The
Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs
with respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced
Whole Loan continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable
Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as
interest on each REO Loan, and as


 






    -216-


     


    

 


otherwise
provided by Section 3.05(a). Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any
applicable Mortgage Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance
with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the applicable
Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related
Intercreditor Agreement.


 


Each
Master Servicer shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor and any related Companion Loan for which it acts as Master Servicer:
(i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that
are Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then such Master Servicer shall
be entitled to 50% of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items received
on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the applicable Master Servicer
is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt, any
such defeasance fee shall not include any Modification Fees in connection with a defeasance that the applicable Special Servicer
is entitled to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other
than assumption application and defeasance fees) or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then such Master Servicer
shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees. In addition, the applicable
Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan) any charges for beneficiary statements or demands (to the extent such beneficiary statements or demands are prepared
by the applicable Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds (relating
to the accounts held by such applicable Master Servicer) and reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to


 






    -217-


     


    

  


Section
3.11(b), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust
Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned
on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan to be paid to the
Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest Shortfalls collected
on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments. The applicable Master Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts
due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not payable directly out of its Collection Account and the applicable
Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled
to receive a portion thereof (other than a split fee with respect to Penalty Charges), such Master Servicer and such Special Servicer
shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion
of such fee; provided, that (A) neither the applicable Master Servicer nor the applicable Special Servicer will have the
right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either of the applicable
Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to
share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any
fee (other than Penalty Charges), the applicable Special Servicer shall nevertheless be entitled to charge its portion of the
related fee to which such Special Servicer would have been entitled if such Master Servicer had charged a fee and such Master
Servicer will not be entitled to any of such fee charged by such Special Servicer. Similarly, if the applicable Special Servicer
decides not to charge any fee (other than Penalty Charges), the applicable Master Servicer shall nevertheless be entitled to charge
its portion of the related fee to which such Master Servicer would have been entitled if such Special Servicer had charged a fee
and such Special Servicer shall not be entitled to any portion of such fee charged by such Master Servicer.


 


Notwithstanding
anything herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its
option, assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage
Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable
Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to obtain a qualified successor master servicer that meets the


 






    -218-


     


    

 


requirements
of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained
Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms
of this Agreement and such reduction. The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent such Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association as General
Master Servicer or National Cooperative Bank, N.A. as NCB Master Servicer, as applicable, hereunder (subject to reduction pursuant
to the preceding sentence).


 


A
Liquidation Fee shall be payable to each Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which such Master Servicer is acting as Enforcing Servicer and obtains Liquidation Proceeds described in
clauses (iv) or (vii) of the definition thereof.


 


(b)         As
compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations under
this Agreement. The Special Servicers shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)          Each
Special Servicer shall be entitled to additional servicing compensation in the form of


 


(i)          100%
of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii)         100%
of all assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption
application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and
Serviced Companion Loans that are Non-Specially Serviced Loans to the extent such Special Servicer processes the underlying transaction,


 



    -219-


     


    

 





(iii)        100%
of waiver, consent and earnout fees, or other actions performed in connection with this Agreement on the Specially Serviced Loans
or certain other similar fees paid by the related Mortgagor on Specially Serviced Loans,


 


(iv)        100%
of assumption fees and other similar fees received with respect to Specially Serviced Loans,


 


(v)         50%
of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than assumption
application fees and defeasance fees) received with respect to any Mortgage Loans (other than Non-Serviced Mortgage Loans, but
including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced Loans to the extent that the matter
involves a Major Decision,


 


(vi)        with
respect to the accounts held by such applicable Special Servicer, 100% of charges by such Special Servicer collected for checks
returned for insufficient funds, and


 


(vii)       100%
of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary statements
or demand charges are prepared by the applicable Special Servicer,


 


shall
be promptly paid to the applicable Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor)
to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant
to Section 3.04(a). Subject to Section 3.11(b), the applicable Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(b) and (ii) interest
or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).
In addition, the Special Servicer shall be entitled to retain as additional servicing compensation (other than with respect to
any Non-Serviced Mortgage Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees
are not prohibited under the related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related
Mortgagor. Each Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with
respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an
amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received
by the applicable Special Servicer; provided, further, however, that in the event the Workout Fee collected
over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the applicable Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including
any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero) with respect
to each collection on such Corrected Loan from which fee would otherwise be


 






    -220-


     


    

 


payable
until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicers shall not be entitled
to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the applicable Special Servicer is terminated (other than
for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any
related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the Workout Fees
will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the applicable Special Servicer
resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which
the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification,
restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time
the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time
to make three (3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor
making such three (3) consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion
of such Workout Fees. The applicable Special Servicer will not be entitled to receive any Workout Fees after termination for cause.
A Liquidation Fee will be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to
which the Special Servicer acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan), (c) each REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds and (d) each Mortgaged Loan repurchased by a Mortgage Loan Seller
or for which a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer
is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything
herein to the contrary, a Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation
Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to
the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with
this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(b), each
Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The applicable Special Servicer shall
be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its
Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not expressly payable directly out of the Collection Account or the


 






    -221-


     


    

 


REO
Account, and the applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this
Agreement.


 


With
respect to any of the preceding fees as to which both the applicable Master Servicer and the applicable Special Servicer are entitled
to receive a portion thereof (other than a split fee with respect to Penalty Charges), the applicable Master Servicer and the
applicable Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided, that (A) neither the applicable Master Servicer nor the applicable
Special Servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to
the extent either the applicable Master Servicer or the applicable Special Servicer exercises its right to reduce or elect not
to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such
fee will not have any right to share in any part of the other party’s portion of such fee. If the applicable Master Servicer
decides not to charge any fee (other than Penalty Charges), the applicable Special Servicer shall nevertheless be entitled to
charge its portion of the related fee to which the applicable Special Servicer would have been entitled if the applicable Master
Servicer had charged a fee and the applicable Master Servicer will not be entitled to any of such fee charged by the applicable
Special Servicer. Similarly, if the applicable Special Servicer decides not to charge any fee (other than Penalty Charges), the
applicable Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the applicable Master
Servicer would have been entitled if the applicable Special Servicer had charged a fee and the applicable Special Servicer shall
not be entitled to any portion of such fee charged by the applicable Master Servicer.


 


(d)         In
determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable
Master Servicer, the applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion
Loan, if applicable (and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party
with respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid
to the applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all
additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation,
inspections by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer,
if and to the extent accrued while


 






    -222-


     


    

 


such
Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the applicable Special Servicer, if and
to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any
Penalty Charges paid or payable as additional servicing compensation to the Master Servicers and the Special Servicers shall be
distributed between the applicable Master Servicer and the applicable Special Servicer, on a pro rata basis, based on such
Master Servicer’s and such Special Servicer’s respective entitlements to such compensation described in the previous
sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional expenses of the Trust in accordance with this Section 3.11(b).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
applicable Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same
manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned
with respect to such Serviced Whole Loan as the applicable Special Servicer of such Serviced Whole Loan. With respect to a Servicing
Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to
any such compensation or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan
on the applicable Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the applicable Special Servicer shall
be entitled to compensation with respect to such Servicing Shift Whole Loan as if such Special Servicer were being terminated
as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing such
Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


 


(e)         With
respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master Servicer
within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML,
Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable Special
Servicer Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution
Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)          Each
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly


 






    -223-


     


    

 


provided
in this Section 3.11; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)         Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicers
in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty License
Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient funds are
on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section
3.12     Inspections; Collection of Financial Statements; Delivery of Reports. (a) Each Master Servicer
shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged
Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) for which it is acting
as Master Servicer with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less
than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2019 (and each Mortgaged
Property shall be inspected on or prior to December 31, 2020); provided, however, that if a physical inspection
has been performed by the applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be required
to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment
becomes more than sixty (60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause
to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan
and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by a
Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to
the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related
Mortgagor and then from the applicable Collection Account pursuant to Section 3.05(a)(ii), provided that, in the
case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if
any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan), in each case, prior to being
payable out of general collections. The applicable Special Servicer or the applicable Master Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property
to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer
of such report has knowledge of and the applicable Master Servicer or the applicable Special Servicer, as the case may be, deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer


 






    -224-


     


    

 


of
such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property
of which the preparer of such report has knowledge or that is evident from the inspection, and that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each
inspected Mortgaged Property. The applicable Special Servicer and the applicable Master Servicer shall promptly following preparation
deliver or make available a copy (in electronic format) of each such report prepared by such Special Servicer and such Master
Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of
a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to the Directing Certificateholder) that
is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies,
the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available a copy (in electronic
format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Rating Agencies) that are
Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan (as to the Directing Certificateholder) that is
a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the applicable Master Servicer shall
deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class
Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)         Each
Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans for which
it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets, rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and sales reports of the related
Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items
is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered
under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the
terms of the related Mortgage Loan documents. The applicable Master Servicer and the applicable Special Servicer shall not be
required to request such operating statements or rent rolls (or, with respect to residential cooperative properties, maintenance
schedules) more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and
rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The applicable Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business
Days of receipt, and such Master Servicer and such Special Servicer, as applicable, shall deliver or make available copies of
all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor,
in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements,
later than June 30 of each year commencing 2019. Upon the request of any Privileged Person (other than the NRSROs) to receive
copies of such items, the applicable


 






    -225-


     


    

 


Master
Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted
on the Certificate Administrator’s Website. Upon the request of any NRSRO, the applicable Master Servicer (with respect
to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall
deliver or make available copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 3.13(c).


 


In
addition, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with
respect to Specially Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property
securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending March 31, 2019, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year
will not be required to the extent provided in then-current applicable CREFC® guidelines (it being understood that
as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the
first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property
or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) is on the CREFC® Servicer Watch List). The applicable Master Servicer (with respect to all Mortgage Loans
(other than Non-Serviced Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties that do not relate
to Non-Serviced Mortgage Loans), as applicable, shall deliver or make available copies (in electronic format) of each CREFC®
Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following
the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan).


 


(ii)         Within
forty-five (45) days after receipt of an annual operating statement or rent rolls (or, with respect to the residential cooperative
properties, maintenance schedules) (if and to the extent any such information is in the form of normalized year-end financial
statements that have been based on a minimum number of months of operating results as recommended by CREFC® in
the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt
of such annual operating statement for the calendar year ending December 31, 2018, a CREFC® NOI Adjustment Worksheet
(but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information), presenting the


 






    -226-


     


    

 


computation
to “normalize” the full year net operating income and debt service coverage numbers used by the applicable Master
Servicer in preparing the CREFC® Comparative Financial Status Report. The applicable Master Servicer (with respect
to all Mortgage Loans (other than Non-Serviced Mortgage Loans)) or the applicable Special Servicer (with respect to REO Properties
that do not relate to Non-Serviced Mortgage Loans), as applicable, shall deliver or make available copies (in electronic format)
of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (or, with respect
to the residential cooperative properties, maintenance schedules) (in each case, promptly following the initial preparation and
each material revision thereof) to the Certificate Administrator, the Directing Certificateholder, the related Companion Holder
(with respect to any Serviced Companion Loan) and, upon request, the 17g-5 Information Provider, and the 17g-5 Information Provider
shall post all such items to the 17g-5 Information Provider’s Website.


 


(c)         At
or before 12:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause
to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special Servicer in an electronic
format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such Determination Date, which
CREFC® Special Servicer Loan File shall include data, to enable the applicable Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report,
(iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and
a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating
statements and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) submitted by the Mortgagor.


 


(d)         Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning September 2018, each Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent such
Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan
Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant
to Section 3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report,


 






    -227-


     


    

 


(H)
CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section
3.11(e) to the extent received from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York
City time) on the P&I Advance Date beginning September 2018, the applicable Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable Special Servicer.
Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning September 2018, the
applicable Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by such Master Servicer, the CREFC® Appraisal Reduction
Template, if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not
received by the applicable Master Servicer, as of the close of business on the Business Day prior to the Business Day on which
the report is due.


 


Not
later than two (2) Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master
Servicer an NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format
and Excel format; provided, however, that the NCB Master Servicer shall have no obligation to prepare or deliver
such NCB CREFC® Schedule AL File unless the NCB Master Servicer receives the Initial Schedule AL File from the
Depositor pursuant to Section 2.01(i). If the General Master Servicer does not receive such NCB CREFC® Schedule
AL File from the NCB Master Servicer by two (2) Business Days prior to the related P&I Advance Date, it shall immediately
request such NCB CREFC® Schedule AL File from the NCB Master Servicer via email at BANK2018BNK13@ncb.com and send a
copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com. In preparing the NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation
or verification, the NCB Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness
and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus. The NCB CREFC® Schedule AL File and
the NCB Schedule AL Additional File delivered by the NCB Master Servicer shall each be a single file.


 


Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning September 2018, the General Master Servicer shall
deliver to the Certificate Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator
a Schedule AL Additional File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule
AL Additional File shall include the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule
AL Additional File, respectively, delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date
pursuant to the immediately preceding paragraph), and each in both EDGAR-Compatible Format and Excel format; provided,
however, that the General Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule
AL File for any given Distribution Date unless the General Master Servicer receives the Initial Schedule AL File from the Depositor
pursuant to Section 2.01(i) and the NCB CREFC® Schedule AL File for such Distribution Date pursuant to the
immediately preceding paragraph. If the Certificate Administrator does not receive the CREFC® Schedule AL File
from the General Master Servicer by 5:00 p.m. (New York City


 






    -228-


     


    

 


time)
on the P&I Advance Date, it shall request the CREFC® Schedule AL File from the General Master Servicer via
email at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email at CRRCompliance@wellsfargo.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and
without any due diligence, investigation or verification, the General Master Servicer shall be entitled to conclusively rely,
absent manifest error, on the content, completeness and accuracy of the Initial Schedule AL File and Annex A-1 to the Prospectus
and the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File delivered to the General Master Servicer
by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding paragraph. The CREFC®
Schedule AL File and the Schedule AL Additional File delivered by the General Master Servicer shall each be a single file. The
Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional
Files provided or prepared by or on behalf of either or both Master Servicers. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge
of the contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


In
the absence of manifest error, each Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon each Master Servicer’s reports and each Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)         Each
Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special Servicer
pursuant to Section 3.12(b) and Section 3.12(b)(ii), and such Master Servicer shall deliver or make available to
the Certificate Administrator the reports and data files set forth in Section 3.12(d). Each Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant to Section
3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the applicable Master Servicer pursuant to Section 3.12(d). In the case of information or
reports to be furnished by the applicable Master Servicer to the Certificate Administrator pursuant to Section 3.12(d),
to the extent that such information or reports are, in turn, based on information or reports to be provided by the applicable
Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared
and delivered by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the applicable
Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has
received the requisite information or reports from the applicable Special Servicer, and the applicable Master Servicer shall not
be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the applicable Special
Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c)
of this Agreement.


 


(f)          Notwithstanding
the foregoing, however, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required
to be disclosed by this


 






    -229-


     


    

 


Section
3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or such Special Servicer
so fails because such disclosure, in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be,
would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Mortgaged Properties. A Master Servicer and a Special Servicer may disclose any such information or any
additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
A Master Servicer or a Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)         Unless
otherwise specifically stated herein, if a Master Servicer or a Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, such Master Servicer or such Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such
statement, report or information in a commonly used electronic format or (z) making such statement, report or information available
on such Master Servicer’s website (with respect to items delivered by such Master Servicer (except with respect to items
delivered by such Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s Website, unless
this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, each Master Servicer and each Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the applicable Master Servicer or the applicable Special Servicer, as the case may be. The applicable Master Servicer or the
applicable Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure
due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.


 


Section
3.13    Access to Certain Information. (a) Each Master Servicer and Special Servicer shall provide or
cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan
Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such
Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by applicable law. At the election
of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, such access may be afforded
to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer,
such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of
a sum sufficient to cover the


 






    -230-


     


    

 


reasonable
out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the
Certificate Administrator or the Custodian.


 


The
failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a
confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicers and Special Servicers may each (i) affix a reasonable disclaimer to
any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such
information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form
of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided
through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File
for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement
to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master Servicer or such
Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing
Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver
of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality
of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably determines
would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular
Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or
make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion
Loan, as applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties,
maintenance schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced
AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable
Master Servicer or the applicable Special Servicer, as the case may be; provided that, in connection with such request,
such Master Servicer or such Special Servicer, as applicable, may require a written


 






    -231-


     


    

 


confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to such Master Servicer or such Special
Servicer, as applicable, generally to the effect that such Person will keep such information confidential and shall use such information
only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such
AB Subordinate Companion Loan, as applicable, may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


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


 


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


 


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


 


(B)           this
Agreement and any amendments and exhibits hereto;


 


(C)           any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)           the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)            the
CREFC® Loan Setup File provided by each applicable Master Servicer to the Certificate Administrator;


 


(ii)          the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)           any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 



    -232-


     


    

 





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


 


(A)           all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)           the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)           all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)           summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(f);


 


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


 


(C)           any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)           the
CREFC® Appraisal Reduction Template;


 


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


 


(A)           any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)           any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)           any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)           any
notice of the occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered
pursuant to Section 7.01;


 



    -233-


     


    

 





(E)           any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)           any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)           any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)          any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)            any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)           any
notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03;


 


(K)          any
notice of termination pursuant to Section 9.01;


 


(L)           any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j)
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)          any
notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)          any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)           any
notice of the occurrence of an Operating Advisor Termination Event;


 


(Q)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 



    -234-


     


    

 





(R)           any
assessments of compliance delivered to the Certificate Administrator; and


 


(S)           any
attestation reports delivered to the Certificate Administrator;


 


(T)           any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)          any
notice or documents provided to the Certificate Administrator by the Depositor or a Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(V)          any
Proposed Course of Action Notice;


 


(vi)         the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


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


 


(viii)       the
“Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by each Retaining Party with
the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of compliance
with credit risk retention regulations;


 


provided
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the
existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance
of such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, provide e-mail notification to any Privileged Person (other than certain financial
market information providers under this agreement) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “Risk Retention Special Notices” tab.


 


In
the event that Wells Fargo Bank, National Association in its capacity as the Retaining Sponsor determines that any Retaining Party
no longer complies with the provisions of the Risk Retention Rule, the Retaining Sponsor will be required to send a written notice
of such non-compliance to the Certificate Administrator who will post such notice on its website under the “Risk Retention
Special Notices” tab.


 



    -235-


     


    

 





Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the applicable Master
Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form
(or, solely with respect to the applicable Master Servicer, in electronic form) of an investor certification substantially in
the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification
substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class
Loans (unless a loan-by-the applicable loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicers, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D in physical form (or, solely with respect to the applicable Master Servicer, in electronic
form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an
Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder
or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of
the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder
with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator
a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to
the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon


 






    -236-


     


    

 


confirmation
from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a
new investor certification substantially in the form of Exhibit P-1D in physical form (or, solely with respect to the applicable
Master Servicer, in electronic form) to access the information on the Certificate Administrator’s Website, except that such
Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
applicable Master Servicer, the applicable Special Servicer and the Operating Advisor shall mark or label such information as
“Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall
segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a later time, on loan-by-loan
basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each
of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its


 






    -237-


     


    

 


Affiliates
involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual
knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 


To
the extent the Risk Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted
by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate
Administrator regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations
delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such
information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will
not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance
of doubt, (i) any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP)
(other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level and (ii) the covenants and restrictions in this paragraph
are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer or Certificate Administrator.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with


 






    -238-


     


    

 


Section
3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator
shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 


(c)           The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2018-BNK13” and an identification of the type of information being
provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto
or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any
notices of waivers under Section 3.08(d);


 


(ii)           any
Asset Status Report delivered by the applicable Special Servicer under Section 3.19(d);


 


(iii)          any
notice of final payment on the Certificates;


 


(iv)          any
environmental reports delivered by the applicable Special Servicer under Section 3.09(c);


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section
11.10;


 


(vii)         any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)        any
notice to the Rating Agencies relating to the applicable Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)            any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)           any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 



    -239-


     


    

 





(xii)          any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)         any
notice of a Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section
7.01;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)         any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)        any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)        any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee regarding any of
the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for
a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage
Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this
Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify
the Rating Agency with whom the communication was held pursuant to Section 3.13(g);


 


(xviii)       any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or Section
11.10; and


 


(xix)         any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day. The
17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5
Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information


 






    -240-


     


    

 


Provider,
as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification
in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BANK 2018-BNK13” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. The
Master Servicers and the Special Servicers may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify-each Person that has signed-up for access to the 17g-5 Information Provider’s
Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice.
The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person
for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general
email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BANK 2018-BNK13”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 



    -241-


     


    

 





(d)           The
applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk
information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by
the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in
accordance with the timeframe provided in Section 3.13(c) above; provided, however, that if the 17g-5 Information
Provider is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such
information within a reasonable time.


 


(e)           Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via
the Certificate Administrator’s Website.


 


(f)            Each
Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each Master Servicer and each Special Servicer shall be
entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x)
an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the applicable Master Servicer’s website, and (B)
acknowledge that such Master Servicer or such Special Servicer may contemporaneously provide such information to any other Disclosure
Party. In addition, to the extent access to such information is provided via the applicable Master Servicer’s website, such
Master Servicer and such Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing
access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the
form


 






    -242-


     


    

 


of
confidentiality agreement used by the applicable Master Servicer or the applicable Special Servicer, as applicable, shall be:
(i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates
or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for
use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicers nor the Special Servicers shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicers nor the Special Servicers shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the applicable Master Servicer or the applicable Special Servicer,
as the case may be.


 


(g)           The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further that the summary of such oral
communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such
written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)           The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 



    -243-


     


    

 





(i)            None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the
applicable Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating
Agency’s or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided
that such Master Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection
with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers
are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the
17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in
undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the
availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from
the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to)
other than pursuant to this Section 3.13(i).


 


(j)           The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicers, the Special Servicers,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired
(directly or through a single member limited liability company established for that purpose) and thus becomes REO Property, the
deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. Each Special Servicer, on behalf of
the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless such Special Servicer either (i) applies
for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired
ownership (or the period provided in then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains


 






    -244-


     


    

 


for
the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator,
to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following
the year in which acquisition occurred will not cause an Adverse REMIC Event. If the applicable Special Servicer is granted or
not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, such Special Servicer shall sell such REO Property within such
longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by such
Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence
or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the
Trust payable out of the Collection Accounts pursuant to Section 3.05(a).


 


(b)           Each
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the applicable Special Servicer shall establish and
maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The applicable Special Servicer shall deposit, or cause to be deposited, in the REO Account, within
two (2) Business Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The applicable Special Servicer shall give notice to the Trustee, the Certificate Administrator, and
the applicable Master Servicer of the location of the REO Account when first established and of the new location of the REO Account
prior to any change thereof.


 


(c)           The
applicable Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day
preceding each Serviced Whole Loan Remittance Date), the applicable Special Servicer shall withdraw from the REO Account and remit
to the applicable Master Servicer, which shall deposit into the applicable Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection
Period, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings
on amounts on deposit in the REO Account; provided, however, that such Special Servicer may retain in such REO Account,
in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for
repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In
addition, on or prior to the day the applicable Special Servicer remits funds as provided in this Section 3.14(c), the
applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such
Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer


 






    -245-


     


    

 


shall
apply all such amounts as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion
Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 


(d)           The
applicable Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management of REO Property. (a) If title to any REO Property is acquired, the applicable
Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property)
for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular
Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt
by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the applicable Special
Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s))
and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the pari passu
nature of any Companion Loan, as the case may be) (as determined by the applicable Special Servicer in its reasonable judgment
in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the applicable Special
Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net
income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income
is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as
compared with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the
applicable Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business
Days following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect
to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property,
including, without limitation:


 


(i)            all
insurance premiums due and payable in respect of such REO Property;


 


(ii)           all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          any
ground rents in respect of such REO Property, if applicable; and


 


(iv)          all
costs and expenses necessary to maintain and lease such REO Property.


 



    -246-


     


    

 





To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the applicable Master Servicer (subject to receiving notice
from the applicable Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to
the Trustee, the applicable Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder
(with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder, and prior to the
occurrence and continuance of a Consultation Termination Event) such advances would, if made, constitute Nonrecoverable Servicing
Advances.


 


(b)           Without
limiting the generality of the foregoing, no Special Servicer shall:


 


(i)            permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)           permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


  


(iii)          authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the applicable Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the applicable
Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit
of the Trust, in which case the applicable Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)           Each
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)            the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)           the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 



    -247-


     


    

 





(iii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
applicable Special Servicer upon receipt;


 


(iv)          none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the applicable Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)           each
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


Each
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the applicable Special Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)           When
and as necessary, each Special Servicer shall send to the Trustee, the Certificate Administrator and the applicable Master Servicer
a statement prepared by such Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.15(a) and Section 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted
Loan has become a Specially Serviced Loan, the applicable Special Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in
accordance with the Servicing Standard; provided, however, that if the applicable Special Servicer is then in the
process of obtaining an Appraisal with respect to the related Mortgaged Property, such Special Servicer shall make its fair value
determination as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal.
The applicable Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances,
new information and other relevant factors, in each instance in accordance with a review of such circumstances and new information
in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy; provided that the applicable Special Servicer
shall promptly notify the applicable Master Servicer in writing of the initial fair value determination and any adjustment to
its fair value determination.


 


(ii)           If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special


 






    -248-


     


    

 


Servicer
(with respect to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan)
shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any
events requiring notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Intercreditor Agreement.


 


(iii)           If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in
accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject
to the terms of the related Intercreditor Agreement (and provided that the related Non-Serviced Special Servicer will not
be entitled to a liquidation fee), the applicable Special Servicer will be entitled to the liquidation fee that the related Non-Serviced
Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. Each Special
Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating Advisor
and the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, other than in respect of any Excluded Loan as to such party) not less than ten (10)
days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to
the Purchase Price, the applicable Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the first
cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)          (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at
least equal to the Purchase Price


 






    -249-


     


    

 


pursuant
to clause (iii) above (or purchase by the applicable Special Servicer for such price), the applicable Special Servicer shall solicit
offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that is determined by such
Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than an Interested Person.
In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan,
the applicable Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and
amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. If
the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether
the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an Interested
Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two other offers are received
from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for
any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged
Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and
will be reimbursable as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee must (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 



    -250-


     


    





 


 


(B)           The
applicable Special Servicer will not be obligated to accept the highest offer if the applicable Special Servicer determines (in
consultation with the Directing Certificateholder and the Risk Retention Consultation Party, subject to the limitations on consultation
set forth in and in accordance with Section 6.08(b) (in each case, unless a Consultation Termination Event shall have occurred
and be continuing and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case
of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with
the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer
would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender). In addition, the applicable Special Servicer may accept a lower offer
from any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the Servicing Standard,
that the acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of
a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole,
as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender) (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer
making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or a Person
that is an Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Defaulted
Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any
fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other
than the related Appraisal.


 


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


 


(b)          (i)
The applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole
Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan).
The applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such
sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the
applicable Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer,
each Companion Holder, the Certificate


 






     -251-


    


    

 


Administrator,
the Directing Certificateholder and the Risk Retention Consultation Party ((A) in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and (B)
in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) not
less than ten (10) days’ prior written notice of the Purchase Price and its intention to (i) purchase any REO Property at
the Purchase Price therefor or (ii) sell any REO Property, in which case such Special Servicer shall accept the highest offer
received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted
by applicable law, and subject to the Servicing Standard, the applicable Master Servicer, an Affiliate of the applicable Master
Servicer, the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee of either of them may act as
broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that
does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


 


(ii)           In
the absence of any such offer as set forth in sub-clause (A) above, the applicable Special Servicer shall, subject
to sub-clause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the
Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than
the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an offer at
least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest
offer received and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the
contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any REO Property pursuant hereto.


 


(iii)          The
Special Servicers shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the pari passu nature of any Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the pari passu nature of any Serviced Companion Loans) (for
example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the
prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special Servicer
or a Person that is an Affiliate of such Special Servicer.


 


(iv)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert


 






     -252-


    


    

 


in
real estate matters retained by the Trustee in connection with making such determination. The reasonable cost of such Independent
appraiser or other Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the
Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person
within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer
as a Servicing Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard
to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair price for any
REO Property, the applicable Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and
any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors,
the physical condition of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC
Provisions.


 


(v)           Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)           Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable Special
Servicer shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall
require that all offers be submitted to such Special Servicer in writing. To the extent a determination is required to be made
hereunder as to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by
the Trustee if the offeror is an Interested Person and the offer is less than the Purchase Price. Notwithstanding the


 






     -253-


    


    

 


foregoing,
the applicable Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari
Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced
Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion
Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of
the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to
attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package
(together with any amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed
sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu
Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion
Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors
and the Directing Certificateholder and the Risk Retention Consultation Party) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the applicable Master
Servicer or the applicable Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu
Companion Loan (or its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the
related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing,
with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements
set forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer
by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested
Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing loans similar to the subject Mortgage Loan, that has been selected with reasonable
care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in
a commercially reasonable manner in making such determination. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by,
and shall be reimbursable, from the offering Interested Person and the applicable Special Servicer shall use efforts consistent
with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid by the applicable Interested
Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master
Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested Person.


 


(e)           (i)
Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant to
the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase the
related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder shall be given priority
over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.
If the related Mortgage Loan or


 






     -254-


    


    

 


related
REO Property is purchased by such Subordinate Companion Holder, repurchased by the applicable Mortgage Loan Seller or otherwise
ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)           Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)           Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)           In
the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise
such right.


 


Section
3.17      Additional Obligations of Master Servicers and Special Servicers. (a) Each Master
Servicer shall deliver all Compensating Interest Payments with respect to the Mortgage Loans for which it acts as Master Servicer
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement
therefor. Each Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without
any right of reimbursement therefor.


 


(b)           Each
Master Servicer or each Special Servicer, as applicable, shall provide to each applicable Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)           Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Accounts
and available for distribution on the next Distribution Date, the applicable Master Servicer or the Trustee, each at its own option
and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on then-current Determination Date,
for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any
Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control
Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed
to be in accordance with the Servicing Standard. If the applicable Master Servicer or the Trustee makes such an election at its
sole option and in its sole discretion to defer reimbursement


 






     -255-


    


    

 


with
respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together
with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject,
again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall
again be payable first from principal collections as described above prior to payment from other collections). In connection
with a potential election by the applicable Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the Collection Period for any Distribution Date, the applicable Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans serviced by such Master Servicer to be received
until the end of such Collection Period before making its determination of whether to refrain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof; provided, however, that if, at any time the applicable Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the principal portion
of general collections on or in respect of Mortgage Loans deposited in the applicable Collection Account for such Distribution
Date, then such Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information
Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), unless extraordinary circumstances make such notice impractical, which shall mean that (i) the applicable
Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting fifteen (15) days after such
a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances or new or different information
becomes known to the applicable Master Servicer or the Trustee, as the case may be, that could affect or cause a determination
of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (i) above, or (iii) in the case of a Master Servicer, it has not timely received from the Trustee information
required by such Master Servicer to determine whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances
described in clause (i), (ii) or (iii) of the foregoing sentence apply, the applicable Master Servicer or
Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated reimbursement as soon
as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding or second preceding
sentence shall in no way affect the applicable Master Servicer’s or the Trustee’s election whether to refrain from
obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the applicable Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the applicable Collection Account pursuant to Section 3.05(a)(v). The applicable
Master Servicer or the Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from
any notice provided to the Rating Agencies contemplated by this Section 3.17(c).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17(c) or to comply with the
terms of this Section 3.17(c) and the other provisions of this Agreement that apply once such an election, if any, has
been made; provided, however, that the fact that a decision to recover such


 






     -256-


    


    

 


Nonrecoverable
Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not,
with respect to the applicable Master Servicer or the applicable Special Servicer, as applicable, constitute a violation of the
Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary
duty to Certificateholders or any contractual obligation hereunder. If the applicable Master Servicer or the Trustee, as the case
may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately instead of deferring such
reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable
Advances with interest thereon at the Reimbursement Rate from all amounts in the applicable Collection Account for such Distribution
Date (deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s or the Trustee’s, as
the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances
(deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate
reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the applicable
Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders
or any of the Companion Holders for any such election that such party makes as contemplated by this Section 3.17(c) or
for any losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such election
constitute a violation of the Servicing Standard or any duty under this Agreement. Neither the applicable Master Servicer nor
the Trustee shall have any liability whatsoever for making an election, or refraining from making an election, that is authorized
under this Section 3.17(c).


 


No
determination by a Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances
and/or interest thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider
a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


 


(d)           With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts


 






     -257-


    


    

 


held
in any reserve account as a prepayment or hold such amounts in a reserve account, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts
in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.
Such amount may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan
(or Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
default.


 


(e)           Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any
such modification or amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


(f)            Notwithstanding
that the Mortgage Loan documents with respect to the Griffin Portfolio II Mortgage Loan permit the lender to approve a letter
of credit in the lender’s discretion and do not specify a minimum ratings requirement with respect to the bank or financial
institution issuing letters of credit in connection with alterations, the applicable Master Servicer and the Special Servicer
shall not obtain, or consent to a Mortgagor obtaining, any such letter of credit issued by a bank or other financial institution
rated lower than the minimum acceptable rating as required by S&P.


 


Section
3.18     Modifications, Waivers, Amendments and Consents. (a) The applicable Special Servicer
shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that
involve a Major Decision for all Mortgage Loans (and any related Serviced Companion Loan) that are Non-Specially Serviced Loans,
and the applicable Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan that, in either case, is not a Specially
Serviced Loan and does not involve a Major Decision. The applicable Master Servicer and applicable Special Servicer may mutually
agree that a modification, waiver, amendment or consent that constitutes a Major Decision shall be processed by the applicable
Master Servicer, subject to the applicable Special Servicer’s consent. Except as set forth in Section 3.08(a), Section
3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and
Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights
of the related Companion Holder, as applicable, to advise or consult with the applicable Master Servicer or applicable Special
Servicer with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related
Intercreditor Agreement), the applicable Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or
related Companion Loan (and the applicable Special Servicer shall not consent to any such modification, waiver or amendment by
the applicable Master Servicer) that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination
Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed
consent) of the Directing Certificateholder having been obtained by the applicable Special


 






     -258-


    


    

 


Servicer
to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after the occurrence
and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with respect to
the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination Event, the applicable
Special Servicer having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a);
and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity
Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan
secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the
extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, prior to any such extension, (1) the applicable Special Servicer shall provide the Trustee, the
Certificate Administrator, the applicable Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk
Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that
is an Excluded Loan as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted
under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the
Trust in accordance with Section 3.11(b)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject
to the Servicing Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect
to any Excluded Loan with respect to the Directing Certificateholder, the applicable Special Servicer shall obtain the consent
(or deemed consent) of the Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence
and continuance of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with
respect to the Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination
Event, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult
with the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a).


 


Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to,
or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable
Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing
Certificateholder, may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in
order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent
with any other provisions therein or correct any error; provided that, if the


 






     -259-


    


    

 


Mortgage
Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect
thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of
the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the applicable
Master Servicer nor the applicable Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof)
for one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in
default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the applicable Master Servicer or the applicable Special Servicer, as the case
may be, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Certificateholder and the Risk Retention Consultation Party, if permitted by the applicable Rating Agency) and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the applicable Master Servicer or the applicable Special Servicer, as the case may be, may obtain
and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage
Loan that is a Non-Specially Serviced Loan, the applicable Master Servicer shall forward such request to the applicable Special
Servicer and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that such Master Servicer
shall process such request, such Special Servicer shall process such request (including, without limitation, interfacing with
the Mortgagor) and, except as provided in the next sentence, such Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the applicable Master Servicer shall continue to cooperate
with the applicable Special Servicer by delivering any additional information in the applicable Master Servicer’s possession
to the applicable Special Servicer requested by the applicable Special Servicer relating to such Major Decision. The applicable
Master Servicer shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with
respect to any Major Decision. If the applicable Master Servicer and the applicable Special Servicer mutually agree that such
Master Servicer will (subject to the consent (or deemed consent) of such Special Servicer) process a request with respect to a
Major Decision and such Master Servicer is recommending approval of such request, such Master Servicer will prepare and submit
its written analysis and recommendation to such Special Servicer with all information in the possession of such Master Servicer
that such Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases such


 






     -260-


    


    

 


Special
Servicer will be entitled (subject to any applicable consultation rights of the Operating Advisor or any applicable consent or
consultation rights of the Directing Certificateholder or any applicable consultation rights of any related Companion Holders)
to approve or disapprove any modification, waiver, amendment or other action that constitutes a Major Decision. In addition, the
applicable Master Servicer shall provide the applicable Special Servicer with any notice that it receives relating to a default
by the Mortgagor under a Ground Lease where the collateral for the Mortgage Loan is the Ground Lease, and such Special Servicer
will determine in accordance with the Servicing Standard whether the Trust as lender should cure any Mortgagor defaults relating
to Ground Leases. Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid by the applicable
Master Servicer as a Servicing Advance.


 


(b)           If
the applicable Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the applicable Special Servicer’s judgment, reasonably
foreseeable (as evidenced by an Officer’s Certificate of such Special Servicer), is reasonably likely to produce a greater
(or equivalent) recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate)
to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation
of such Specially Serviced Loan, then the applicable Special Servicer may agree to a modification, waiver or amendment of such
Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c), (x) (a) the
approval of the Directing Certificateholder with respect to any Major Decision, with respect to any Mortgage Loan other than any
Excluded Loan as to such party (prior to the occurrence and continuance of a Control Termination Event or after the occurrence
and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08, and (b) with respect to any
Major Decision in respect of a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation
Party, upon consultation with the Risk Retention Consultation Party as provided in Section 6.08, and (y) with respect to
any Serviced AB Whole Loan, any rights of the related Subordinate Companion Holder to consent to such modification, waiver or
amendment and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder
or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related
mezzanine lender, to advise or consult with the applicable Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related Serviced AB Whole Loan Controlling Holder will be required to the extent set forth in
the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights, and the
Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further, that
in the case of any release or substitution of collateral (other than a defeasance), the applicable Special Servicer shall have
obtained an Opinion of Counsel that such release or substitution


 






     -261-


    


    

 


would
not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing),
the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the applicable Master Servicer or the applicable Special Servicer, as the case may
be, to calculate (or to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged
Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or
Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then
permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an
appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall require payment of principal by a “qualified amount”
as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel
that if such amount is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code.


 


The
applicable Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully
amortize prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of
any Specially Serviced Loan for which it is acting as special servicer if such modification, waiver or amendment would (1) extend
the maturity date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to
the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate
and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control
Termination Event, with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment
constitutes a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a),
(in each case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to
the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the
related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


 






     -262-


    


    

 


(c)           Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected by any Master
Servicer or any Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related
Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant
modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)           To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such matter
constitutes a Master Servicer Decision) or the applicable Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or relates to a Specially Serviced
Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced
Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification
or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this determination, the Master Servicer or the Special
Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion
of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot
be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall use its reasonable
efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents).
Notwithstanding the foregoing, neither the applicable Master Servicer nor the applicable Special Servicer may waive the payment
of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due
Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any
Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)           Subject
to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer each may, as a condition to its
granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter
or thing, the granting of which is within such Master Servicer’s or such Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer, as the case may
be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed in connection with
such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b).


 






     -263-


    


    

 


(f)            All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the applicable Special Servicer, as the
case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature
is required by the applicable Special Servicer in accordance with the Servicing Standard).


 


(g)           With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the applicable
Special Servicer shall notify the applicable Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder and the Risk
Retention Consultation Party (in the case of the Directing Certificateholder, other than following the occurrence and continuance
of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Party,
other than with respect to any Excluded Loan as to such party), the applicable Companion Holder (or, to the extent the related
Serviced Companion Loan has been included in a securitization transaction, to the other master servicer under the related Other
Pooling and Servicing Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal
Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5
Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed)
of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any
modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing
pursuant to Section 3.18, the applicable Master Servicer shall provide written notice of any such modification, waiver or amendment
to the Trustee, the Certificate Administrator, the applicable Special Servicer (and the applicable Special Servicer shall forward
such notice to the Directing Certificateholder (in the case of the Directing Certificateholder, only prior to the occurrence and
continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan as to such party) and the Risk
Retention Consultation Party (in the case of the Risk Retention Consultation Party, other than with respect to an Excluded Loan
as to such party)), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included in
a securitization transaction, to the other master servicer under the related Other Pooling and Servicing Agreement) (unless, with
respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related
Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan or
the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information Provider (which shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible
for delivering notice shall deliver to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered
by the applicable Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder (or, to the extent the related Serviced Companion


 



     -264-


    


    

 





Loan has been included in a securitization transaction, to the other master servicer under the related Other Pooling and Servicing
Agreement), if any. Following receipt of the applicable Master Servicer’s or the applicable Special Servicer’s, as
the case may be, delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate
Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R or Class V Certificates). With
respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine
debt, the applicable Special Servicer (if such Special Servicer processes such modification, waiver or consent pursuant to Section
3.18(a)) or the applicable Master Servicer (if such Master Servicer processes such modification, waiver or consent pursuant to
Sections 3.18(a) and (m) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and
(ii) five (5) Business Days immediately following the applicable Master Servicer or the applicable Special Servicer, as the case
may be, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s
incurrence of such debt, substantially in the form of Exhibit JJ, to cts.sec.notifications@wellsfargo.com and an
Additional Disclosure Notification in the form attached hereto as Exhibit DD. The notice contemplated in the preceding
sentence shall set forth, to the extent the applicable Special Servicer or the applicable Master Servicer, as the case may be,
has the requisite information or can reasonably obtain such information, (1) the amount of additional debt that was incurred in
the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional
debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either
(i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner reasonably
acceptable to the applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator, as applicable,
and such Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the
Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit
JJ shall no longer be required hereunder. From time to time, the applicable Master Servicer, the applicable Special Servicer
and the Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)           Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, each Master Servicer shall
process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall be entitled to all defeasance
fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to under this Agreement). Notwithstanding
the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance
of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole
Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer has received
(i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet


 






     -265-


    


    

 


all
payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance
with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii)
one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust,
will have a first priority perfected security interest in such substituted Mortgaged Property; provided, however,
that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related
Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose
entity to act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the applicable Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the applicable Master Servicer has delivered
a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage
Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $20,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage
Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the
event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding
sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage
Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)           Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the applicable
Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable
Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan
documents and, if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use


 






     -266-


    


    

 


would
not be and would not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and
provided, further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans originated or acquired by Bank of America, National Association that
are subject to defeasance and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings
LLC that are subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish
or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right
or obligation, the “Retained Defeasance Rights and Obligations”). In the event the General Master Servicer receives
notice of a defeasance request with respect to a Mortgage Loan for which Bank of America, National Association or Morgan Stanley
Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained
Defeasance Rights and Obligations in the related Mortgage Loan documents, the General Master Servicer shall provide, within five
(5) Business Days of receipt of such notice, written notice of such defeasance request to Bank of America, National Association
or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, in the case of any such Mortgage Loan for which Bank of America,
National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller. Until
such time as Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, provides the
Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights
and Obligations as to which (i) Bank of America, National Association is the related Mortgage Loan Seller shall be delivered to
Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, email: leland.f.bunch@baml.com,
with copies to Todd Stillerman, Assistant General Counsel & Director, Bank of America Merrill Lynch Legal Department, 214
North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email: todd.stillerman@bankofamerica.com, and
Joshua J. Yablonski, Esq., Katten Muchin Rosenman LLP, 550 S. Tryon Street, Suite 2900, Charlotte, NC 28202-4213, email: joshua.yablonski@kattenlaw.com,
facsimile: (704) 444-2050 or (ii) Morgan Stanley Mortgage Capital Holdings LLC is the related Mortgage Loan Seller shall be delivered
to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York, New York 10036, Attention: Jane H. Lam (with a copy
to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the Americas, New York, New York 10020, Attention: Legal Compliance
Division and a copy by email to cmbs_notices@morganstanley.com). With respect to any Mortgage Loan originated or acquired by Bank
of America, National Association or Morgan Stanley Mortgage Capital


 






     -267-


    


    

 


Holdings
LLC, as applicable, that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America, National
Association or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto, the successor
borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)            If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
applicable Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which
shall be Eligible Accounts, into which all payments received by such Master Servicer from any defeasance collateral substituted
for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the
Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the applicable Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested
by such Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed
in a separate account, the applicable Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess
of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)           Notwithstanding
anything to the contrary in this Agreement, neither the applicable Master Servicer nor the applicable Special Servicer, as the
case may be, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan
documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the termination
of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property
that secures a Mortgage Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)            Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the applicable Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy
of an Opinion of Counsel addressed to such


 






     -268-


    


    

 


Special
Servicer and the applicable Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse REMIC
Event.


 


(m)          Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the applicable
Master Servicer may, without any Directing Certificateholder approval, consent or consultation (except as otherwise provided below
in the definition of Master Servicer Decision), Risk Retention Consultation Party consultation or the applicable Special Servicer’s
approval, consent or consultation take any of the following actions with respect to Mortgage Loans that are not Specially Serviced
Loans and any related Serviced Companion Loans (each such action, a “Master Servicer Decision”): (i) grant
waivers of non-material covenant defaults (other than financial covenants) including late (but not waived) financial statements
(except that, other than with respect to any NCB Co-op Mortgage Loan or any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more than 3 consecutive
late deliveries of financial statements); (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged
Property that do not materially affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor
to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage
Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation, for utilities,
access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements except
that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded Loan with
respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s
consent (or deemed consent) shall be required to approve or consent to grants of easements or rights of way that materially affect
the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage
Loan or any related Companion Loan; (iv) grant routine approvals, including granting of subordination, non-disturbance and attornment
agreements and consents involving leasing activities, including approval of new leases and amendments to current leases (other
than for ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and other
than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing activities that affect
an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property
or (2) 30,000 square feet), including approval of new leases and amendments to current leases; (v) consent to actions and releases
related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a
Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the
holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be
required in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or any related Companion Loan when due); (vi) consent to a change in property management
relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party


 






     -269-


    


    

 


(provided
that, prior to the occurrence and continuance of any Control Termination Event, and other than in the case of any Excluded
Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and other than
any NCB Co-op Mortgage Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for any
Mortgage Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than
$10,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or
withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other additional collateral with
respect to any Mortgage Loan, except that (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a
Control Termination Event and other than with respect to any NCB Co-op Mortgage Loan) the Directing Certificateholder’s
consent (or deemed consent) shall be required for earnout or performance reserve releases with respect to the letters of
credit, escrow funds, reserve funds and other additional collateral listed on Schedule 3; (ix) grant any extension or
enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged Property
after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120
days after the related Maturity Date and (B) the related Mortgagor, on or before the related Maturity Date, has delivered
documentation reasonably satisfactory in form and substance to the applicable Master Servicer, which provides that a
refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date
on which such Balloon Payment will become due; (x) any modification, amendment, consent to a modification or waiver of any
term of any Intercreditor Agreement, except that (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class and other than amendments to split or resize notes
consistent with the terms of such Intercreditor Agreement) the Directing Certificateholder’s consent (or deemed
consent) shall be required for any such modification to an Intercreditor Agreement other than during a Control Termination
Event, and if any such modification or amendment would adversely impact the applicable Special Servicer, such modification or
amendment will additionally require the consent of such Special Servicer as a condition to its effectiveness; (xi) any
determination of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of a Control
Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the
holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be
required in accordance with this Agreement for any such determination; (xii) approve or consent to any defeasance of the
related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan documents such that defeasance collateral other than direct,
non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal
prepayment instead of defeasance if the Mortgage Loan documents do not otherwise permit such principal prepayment; (xiii) any
determination to bring a Mortgaged Property (other than an REO Property) into compliance with applicable environmental laws
or to otherwise address hazardous material located at a Mortgaged Property subject, prior to the occurrence and continuance
of a Control Termination Event and other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, to the consent (or deemed consent) of the Directing
Certificateholder; (xiv) any assumption of the Mortgage Loan or transfer of the


 






     -270-


    


    

 


Mortgaged
Property, in each case, that the Mortgage Loan documents allow without the consent of the lender but subject to satisfaction of
conditions specified in the Mortgage Loan documents where no lender discretion is necessary in order to determine if such conditions
are satisfied; (xv) with respect to NCB Co-op Mortgage Loans, consent to the related Mortgagor incurring subordinate debt secured
by the related Mortgaged Property, subject to the satisfaction of the NCB Subordinate Debt Conditions with respect to such subordinate
debt; and (xvi) grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;
provided that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes
(as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor),
to the extent requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent
with the Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement
or any Intercreditor Agreement; provided, further, that, with respect to any Serviced AB Whole Loan, the foregoing
matters shall not include (and Master Servicer Decision shall not include) any action that constitutes a “major decision”
under the related Intercreditor Agreement. In the case of any Master Servicer Decision that requires the consent of the Directing
Certificateholder, such consent shall be deemed given if a response to the request for consent is not provided within ten (10)
Business Days after receipt of the applicable Master Servicer’s written recommendation and analysis and all information
reasonably requested by the Directing Certificateholder, and reasonably available to such Master Servicer in order to grant or
withhold such consent. In connection with the processing by such Master Servicer of any Master Servicer Decision that requires
the consent of the Directing Certificateholder, the applicable Master Servicer shall deliver notice thereof to the applicable
Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event and other than in respect of
any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, to the
Directing Certificateholder, except to the extent that the applicable Special Servicer or the Directing Certificateholder notifies
such Master Servicer that it does not desire to receive copies of such items. The foregoing is intended to be an itemization of
actions the Master Servicers may take without having to obtain the approval of any other party and is not intended to limit the
responsibilities of the Master Servicers hereunder.


 


(n)           No
Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such
modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B”
portion may accrue prior to such point in time.


 


Section
3.19    Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping;
Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the applicable Master Servicer or the applicable


 






     -271-


    


    

 


Special
Servicer, as the case may be, shall promptly give notice to the applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Operating Advisor and the Directing Certificateholder (in the case of the Directing Certificateholder,
(i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan as to such party) thereof, and the applicable Master Servicer shall deliver the related Mortgage File and Servicing File
to the applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications,
to the Operating Advisor. The applicable Master Servicer shall use its reasonable efforts to provide the applicable Special Servicer
with all documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating
to such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the applicable Master Servicer’s
possession or otherwise available to such Master Servicer without undue burden or expense, and reasonably requested by the applicable
Special Servicer to enable it to assume its functions hereunder with respect thereto. Such Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer
Event (or, in the case of clauses (iii), (iv), (viii) or (ix) of the definition of Servicing Transfer
Event, within five (5) Business Days of receiving notice from the applicable Special Servicer of such Servicing Transfer Event
when such Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until such Special Servicer has commenced the servicing
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The applicable Master Servicer shall deliver to
the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Certificateholder (with respect to the Directing
Certificateholder (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan as to such party), a copy of the notice of such Servicing Transfer Event provided by the applicable Master
Servicer to the applicable Special Servicer, or by the applicable Special Servicer to the applicable Master Servicer, pursuant
to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator
shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
applicable Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3)
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the applicable Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such
Mortgage Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the applicable Special Servicer shall immediately give notice thereof to the applicable Master Servicer, the Operating
Advisor, the related Serviced Companion Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal
Period has occurred) and the Directing Certificateholder (with respect to the Directing Certificateholder, (i) prior to the occurrence
and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and
shall return the related Mortgage File and Servicing File to the applicable Master Servicer (or copies thereof if copies only
were delivered to the applicable Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing
File to such Master Servicer, such Special Servicer’s obligation to service such Corrected Loan


 






     -272-


    


    

 


shall
terminate and the obligations of such Master Servicer to service and administer such Mortgage Loan and, if applicable, the related
Companion Loan shall recommence.


 


(b)           In
servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable
Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)           Notwithstanding
the provisions of Section 3.12(b)(ii), the applicable Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the applicable Special Servicer with any information in its possession with respect to such records
to enable such Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed
to require such Master Servicer to produce any additional reports.


 


(d)           No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related Companion Loan, the applicable Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged
Property to the applicable Master Servicer, the Directing Certificateholder (but with respect to the Directing Certificateholder,
only in respect of any Mortgage Loan other than (A) any Excluded Loan as to the Directing Certificateholder or (B) any Serviced
AB Whole Loan prior to the occurrence of an AB Control Appraisal Period, and in any event prior to the occurrence and continuance
of a Consultation Termination Event), the Risk Retention Consultation Party (but only in respect of any Mortgage Loan other than
an Excluded Loan as to the Risk Retention Consultation Party), the Operating Advisor (but, other than with respect to an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence
and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such
report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related
Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included
in an Other Securitization, to the applicable master servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold; the applicable Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate
Administrator and the Certificate Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s
Website. For the avoidance of doubt, neither Master Servicer shall make any Asset Status Reports available to any Certificateholders
on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to
the Certificate Administrator. The applicable Special Servicer shall notify the Operating Advisor of whether any Asset Status
Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery
of an Asset Status Report that is either signed by the Directing Certificateholder or that otherwise includes an indication that


 






     -273-


    


    

 


such
Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such other
method as reasonably agreed to by the Operating Advisor and the applicable Special Servicer. Further, the Certificate Administrator
shall not request any Asset Status Report or Final Asset Status Report from either Master Servicer. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable based on the information that was delivered to the applicable
Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)            a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


(iii)          the
most current rent roll (or with respect to a residential cooperative properties, maintenance schedule), and income or operating
statement available for the related Mortgaged Property;


 


(iv)          (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by such Special Servicer in connection with the proposed or taken actions;


 


(v)           the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)          a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)         the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)        an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 






     -274-


    


    

 


(ix)           the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)            such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard
that the disapproval by the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business
Days) is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective
whole (taking into account the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the applicable
Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable
Special Servicer has not made the affirmative determination described above, the applicable Special Servicer shall revise such
Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days
after such disapproval, to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance
of a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance
of a Consultation Termination Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion
Loan), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the applicable Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the applicable Special Servicer makes a determination, in accordance
with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any
related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion
Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty
(60) Business Days following the first submission of an Asset Status Report, the applicable Special Servicer shall act pursuant
to the Directing Certificateholder’s direction, if consistent with the Servicing Standard, and after the occurrence and
continuance of a Control Termination Event, may act upon the most recently submitted form of Asset Status Report; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are


 






     -275-


    


    

 


specifically
required pursuant to Section 6.08. Each Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class that includes a Major Decision and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the applicable
Special Servicer, shall (a) require or cause the applicable Special Servicer to violate the terms of a Specially Serviced Loan,
applicable law or any provision of this Agreement, including the applicable Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, or (c) expose the applicable Master Servicer, the applicable Special Servicer, the Depositor, the Operating
Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors,
members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the applicable Special Servicer’s,
the Trustee’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly
deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing
Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not
an Excluded Loan as to such party). The Operating Advisor shall provide comments to the applicable Special Servicer in respect
of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The applicable
Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and
the Directing Certificateholder (in each case, if no Consultation Termination Event has occurred and is continuing and such Specially
Serviced Loan is not an Excluded Loan as to such party or a Non-Serviced Mortgage Loan) in connection with the applicable Special
Servicer’s preparation of any Asset Status Report. The applicable Special Servicer may revise the Asset Status Report as
it deems necessary to take into account any input and/or comments from the Operating


 






     -276-


    


    

 


Advisor
(and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing and such Specially Serviced
Loan is not an Excluded Loan as to such party)), to the extent the applicable Special Servicer determines that the Operating Advisor’s
and/or Directing Certificateholder’s input and/or recommendations are consistent with the Servicing Standard and in the
best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of
the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu
or subordinate nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report
to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder, the applicable Special
Servicer shall revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Certificateholder
the revised Asset Status Report (until a Final Asset Status Report is issued) or notice that the applicable Special Servicer has
decided not to revise such Asset Status Report, as applicable.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder (except with respect to any Excluded Loan as to such party) and the Operating Advisor shall consult
with the applicable Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset
Status Report. The Directing Certificateholder (other than in its capacity as a Certificateholder) (in each case, after the occurrence
and during the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan as to such party)),
shall have no right to receive any Asset Status Report or otherwise consult with the applicable Special Servicer with respect
to Asset Status Reports and the applicable Special Servicer shall only be obligated to consult with the Operating Advisor with
respect to any Asset Status Report as described above. The applicable Special Servicer may choose to revise the Asset Status Report
as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations
of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation
to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the applicable Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a
Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset
Status Report shall be as set forth in the related Intercreditor Agreement.


 


(e)           (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing Transfer
Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the applicable Master Servicer shall with
reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the


 






     -277-


    


    

 


applicable
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by such
Special Servicer to enable it to negotiate with the related Mortgagor. The applicable Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period,
respectively, set forth therein), the applicable Master Servicer shall deliver notice thereof to the Operating Advisor at the
same time such notice is provided to the applicable Special Servicer pursuant to clause (i) above.


 


(f)            Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer shall deliver in electronic
format to the Directing Certificateholder (other than any Excluded Loan with respect to such party) a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the
occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling
Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the applicable Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then
the most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such 20th
Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however,
that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary by the Directing
Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a
collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard,
the applicable Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to
the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b)
notwithstanding such disapproval. The applicable Special Servicer shall promptly deliver (but in any event no later than two (2)
Business Days following its completion) a copy of each Final Asset Status Report to the


 






     -278-


    


    

 


Operating
Advisor. The applicable Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole
Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance
with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval),
and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to
the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)           No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides
that if the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall for any reason no longer
act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 under the circumstances
described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating
Advisor, the Certificate Administrator, the Master Servicers or Special Servicers, as applicable (other than the applicable Master
Servicer or applicable Special Servicer that enters into such Sub-Servicing Agreement), any successor master servicer or successor
special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing
Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate
such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided,
however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated
by Section 3.20(g) and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement;
(v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust except
through the applicable Master Servicer or the applicable Special Servicer, as the case may be, if and only to the extent provided
pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the
applicable Master Servicer or the applicable Special Servicer, as the case may be, is permitted hereunder to modify such Mortgage
Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision without the consent of the applicable
Master Servicer or the applicable Special


 






     -279-


    


    

 


Servicer,
as applicable (which consent shall not be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be
terminated (following the expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date
any Exchange Act reporting items required to be delivered to the applicable Master Servicer, the Certificate Administrator or
the Depositor under Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and
servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations
contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required
for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required
under any other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or successor special
servicer, as applicable, hereunder shall, upon becoming a successor master servicer or successor special servicer, as applicable,
be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as the case
may be (subject to Section 3.20(g)). In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer
may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced
thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide)
that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided
for in such Sub-Servicing Agreement. The applicable Master Servicer or applicable Special Servicer, as the case may be, shall
deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into
by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken
or to be taken by the applicable Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of each Master
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the applicable Master Servicer hereunder
to make Advances shall be deemed to have been advanced by the applicable Master Servicer out of its own funds and, accordingly,
in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the applicable Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest
in accordance with Section 3.03(d), such interest to be allocable between the applicable Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, each Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The applicable
Master Servicer or the


 






     -280-


    


    

 


applicable
Special Servicer, as the case may be, shall notify the applicable Master Servicer or the applicable Special Servicer, as the case
may be, the Trustee and the Depositor (and such Special Servicer shall notify the Operating Advisor) in writing promptly of the
appointment by it of any Sub-Servicer, except that a Master Servicer need not provide such notice as to the Initial Sub-Servicing
Agreements.


 


(b)           Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the applicable Master
Servicer’s obligations under this Agreement.


 


(c)           As
part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the
applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The applicable
Master Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing
Agreement.


 


(d)           In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer
under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)           Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the applicable Master Servicer shall remain
obligated and responsible to the Trustee, the applicable Special Servicer, holders of the Companion Loans serviced hereunder and
the Certificateholders for the performance of its obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage
Loans for which it is responsible, and the applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and
when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a
result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 






     -281-


    


    

 


(f)            The
Trustee, upon the request of the applicable Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)           Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the applicable Master Servicer’s servicing
rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with
its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the applicable Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing
Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any
manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial
Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably
withheld).


 


(h)           With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with either Master Servicer, the applicable Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
applicable Master Servicer pursuant to the terms hereof.


 


(i)            Notwithstanding
any other provision of this Agreement, no Special Servicer shall enter into any Sub-Servicing Agreement that provides for the
performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance of any
Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder, the consent of the Directing Certificateholder, except to the extent necessary for the applicable Special Servicer
to comply with applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account.


 


(a)           On
the P&I Advance Date occurring in each February and in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in the month preceding the month in which the
P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made
in respect thereof (all amounts so deposited in any consecutive February and January “Withheld Amounts”).


 






     -282-


    


    

 


(b)           On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with Master Servicers and Special
Servicers. Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable,
and no more often than on a monthly basis, each of the Master Servicers and the Special Servicers shall, without charge, make
a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder
((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan as to such party) and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating
Advisor (with respect to a Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties
for which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation
Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party. (a) Each Controlling
Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address
to the Certificate Administrator and to notify the applicable Master Servicer, the Certificate Administrator, the applicable Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the applicable Master Servicer, the applicable Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General
Special Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than any Loan-Specific Directing Certificateholder) shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder),
any successor directing certificateholder shall deliver to the parties to this Agreement a certification substantially in the
form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall execute and deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention
Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties


 






     -283-


    


    

 


to
this Agreement a certification substantially in the form of Exhibit P-1H to this Agreement prior to being recognized as
the new Risk Retention Consultation Party.


 


(b)           Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or
the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the Directing Certificateholder
that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicers, the Special Servicers, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless
the Holders of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk
Retention Consultation Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Operating Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention Consultation
Party.


 


(c)           Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


(d)           In
the event that no Directing Certificateholder or Risk Retention Consultation Party, as applicable, has been appointed or identified
to either Master Servicer or either Special Servicer, as applicable, and such Master Servicer or such Special Servicer, as the


 






     -284-


    


    

 


case
may be, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to
such Master Servicer or such Special Servicer, as applicable, then until such time as the new Directing Certificateholder or Risk
Retention Consultation Party, as applicable, is identified to such Master Servicer or such Special Servicer, as applicable, such
Master Servicer or such Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval
or consent of any such Directing Certificateholder or Risk Retention Consultation Party, as applicable, as the case may be.


 


(e)           Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor,
the Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (A) Torchlight Investors, LLC shall be the initial Directing Certificateholder (but not the Loan-Specific Directing
Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation
Termination Event occurs and is continuing; provided that if such Directing Certificateholder resigns, there shall be no
Directing Certificateholder until such time as one is appointed pursuant to the terms of this Agreement and the Special Servicer
or any other party under this Agreement shall not be required to consent or consult with, or provide notices or documents to,
such Directing Certificateholder, and (B) Wells Fargo Bank, National Association shall be the initial Risk Retention Consultation
Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder and the Risk Retention Consultation Party.


 


(f)            If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)           Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii)
the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling
Class or the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests
of the Holders of one or more Classes including the Controlling Class or itself


 






     -285-


    


    

 


over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have
no liability whatsoever (other than to a Controlling Class Certificateholder; provided that the Loan-Specific Directing
Certificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv) above,
and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee,
agent or principal of the Directing Certificateholder for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Risk Retention Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention
Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest;
(iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including
the RR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation
Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 


(h)           All
requirements of each Master Servicer and each Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)             Until
it receives notice to the contrary, each of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any Serviced
AB Whole Loan Controlling Holder.


 


(j)            With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)            The
Certificate Registrar shall determine which Class of Certificates is then-current Controlling Class within two (2) Business Days
of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or any
Certificateholder and provide such information to the requesting party.


 






     -286-


    


    

 


(l)            At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E
Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to “trustadministrationgroup@wellsfargo.com”), the Master
Servicers, the Special Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during
such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion
of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to
appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to
any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class
Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class
Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that
became a Specially Serviced Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had
not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)          Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicers, the Special Servicers and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicers and the Special Servicers within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any Consultation Termination Event.
Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event
has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice”
on the Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 






     -287-


    


    

 


In
the event that a Consultation Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the reduction of the Certificate Balance of the Class
E Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any
Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Allocated Cumulative Appraisal
Reduction Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
Eligible Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. Likewise,
the Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be
an Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the majority of the RR Interest. Notwithstanding
the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”,
in either such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and Consultation Termination
Event will be deemed to have occurred with respect to such Excluded Loan.


 


Section
3.24    Intercreditor Agreements. (a) Each Master Servicer and Special Servicer acknowledges and
agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject
to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and
each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without
limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and the related


 






     -288-


    


    

 


Intercreditor
Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the
Master Servicers and Special Servicers agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan
with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender,
as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender,
as applicable, is required or permitted to consent to such action. Each of the Master Servicers and Special Servicers acknowledges
and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided
for therein. Each Master Servicer and each Special Servicer further acknowledges and agrees that any Serviced Whole Loan Controlling
Holder will have the right to replace the applicable Special Servicer solely with respect to the related Serviced Whole Loan,
to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)           Neither
the applicable Master Servicer nor the applicable Special Servicer shall have any liability for any cost, claim or damage that
arises from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or
conflict between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any
Intercreditor Agreement that may otherwise require such Master Servicer or such Special Servicer to abide by any instruction or
direction of a Companion Holder or a mezzanine lender, neither such Master Servicer nor such Special Servicer shall be required
to comply with any instruction or direction the compliance with which requires an Advance that constitutes or would constitute
a Nonrecoverable Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an
expense to be borne by the applicable Master Servicer or the applicable Special Servicer for its own account without reimbursement.
In no event shall the applicable Master Servicer or the applicable Special Servicer be required to consult with or obtain the
consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has delivered notice of
its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this Agreement
shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders and mezzanine
lenders is as set forth in the related Intercreditor Agreement. In no event shall the applicable Master Servicer or the applicable
Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder or
a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e)
or such Master Servicer or such Special Servicer, as applicable, have actual knowledge of the identity and contact information
of a new Directing Certificateholder or a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)            No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable Master Servicer
or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision
of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
(b) result in the imposition of


 






     -289-


    


    

 


a
“prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the applicable Special Servicer’s, Trustee’s, the Certificate Administrator’s or the applicable
Master Servicer’s responsibilities under this Agreement.


 


(d)           With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of
any Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required
under related Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without
such consent. In addition, notwithstanding anything to the contrary, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


 


(e)           Notwithstanding
anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to provide copies of any notice,
information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with
respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to
a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling
Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling
Class Certificateholder under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence
and continuance of a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding
basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation
with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating
to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that
after the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the applicable
Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to
be provided to the Controlling Class Certificateholder, the applicable Special Servicer shall no longer be obligated to consult
with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day
period (unless, such Special Servicer proposes a new course of action that is materially different from the action previously
proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the consultation


 






     -290-


    


    

 


rights
of the related Companion Holder set forth in the immediately preceding sentence, such Special Servicer may make any Major Decision
or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if such Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the applicable Special Servicer be obligated at any time to follow or take
any alternative actions recommended by the related Companion Holder.


 


(f)            Each
Serviced Pari Passu Companion Loan Holder shall have the right to attend (in person or telephonically, in the discretion of the
applicable Master Servicer or applicable Special Servicer, as the case may be) annual meetings with the applicable Master Servicer
or the applicable Special Servicer at the offices of such Master Servicer or such Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, in which servicing
issues related to the related Whole Loan are discussed.


 


(g)           With
respect to any Serviced Whole Loan, the applicable Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than
2 Business Days after receipt by the applicable Master Servicer of the related Periodic Payment without the consent of such Master
Servicer.


 


(h)           To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25     Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires
Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting
and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for
such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the
17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation,
then such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation
on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation
request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may be through direct communication).
The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.”
Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC
Requesting Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures
set forth in Section 13.10(d).


 






     -291-


    


    

 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation
shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the applicable Master
Servicer or the applicable Special Servicer, as the case may be, may then take such action if the applicable Master Servicer or
the applicable Special Servicer, as the case may be, confirms its original determination (made prior to making such request) that
taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing
Standard, and (y) with respect to a replacement of the applicable Master Servicer or the applicable Special Servicer, such condition
shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special
servicer is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S.
Commercial Mortgage Special Servicer”, as applicable if S&P is the non-responding Rating Agency, (ii) the applicable
replacement master servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer)
or “CSS3” (in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii)
DBRS has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction
serviced by such replacement master servicer or special servicer prior to the time of determination, if DBRS is the non-responding
Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed
in this Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as
if such requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written
notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)           Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without


 






     -292-


    


    

 


limitation
the type of collateral acceptable for use as defeasance collateral) or release or substitution of any collateral, any Rating Agency
Confirmation requirement in the Mortgage Loan documents for which the applicable Master Servicer or the applicable Special Servicer
would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation pursuant
to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)           For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)           With
respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities, if any
action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but not
limited to, the replacement of the applicable Master Servicer, the applicable Special Servicer or a sub-servicer) (the “Relevant
Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this
Agreement, then such action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) as
a condition precedent to such action, which confirmation shall be sought by the applicable Master Servicer or the applicable Special
Servicer, as applicable, seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.


 


Section
3.26    The Operating Advisor. (a) The Operating Advisor shall promptly review (i) all information
made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced
Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and
(ii) each Final Asset Status Report delivered to the Operating Advisor by the applicable Special Servicer.


 


(b)           The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)           (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that


 






     -293-


    


    

 


would
be Privileged Information) delivered to the Operating Advisor by such Special Servicer, including each Asset Status Report delivered
during the prior calendar year, the Operating Advisor shall (if any Mortgage Loans were Specially Serviced Loans during the prior
calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days
of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31, an annual report
(the “Operating Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified
or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms
and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided,
however, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene
any provision of this Agreement), setting forth the Operating Advisor’s assessment of the applicable Special Servicer’s
performance of its duties under this Agreement during the prior calendar year with respect to the resolution and/or liquidation
of Specially Serviced Loans that the applicable Special Servicer is responsible for servicing under this Agreement; provided,
further, however, that in the event the applicable Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and
is continuing in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect
to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the applicable
Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance
of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the applicable Special Servicer’s obligations under this Agreement with respect
to the resolution or liquidation of Specially Serviced Loans or REO Properties that the applicable Special Servicer is responsible
for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan or any
Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding
Privileged Information (subject to any permitted exceptions); provided that the Operating Advisor shall not be required
to report on any instances of non-compliance with, or deviations from, the Servicing Standard or the applicable Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to
be immaterial. Such Operating Advisor Annual Report shall be delivered to the applicable Master Servicer, the applicable Special
Servicer, the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating
Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the applicable Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report
at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The
Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the
applicable Special Servicer. The Operating Advisor Annual Report shall be prepared on the basis of the applicable Special Servicer’s
performance of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking


 






     -294-


    


    

 


into
account the applicable Special Servicer’s specific duties under this Agreement as well as the extent to which those duties
were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of the items
required to be reviewed by it pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor Annual Report shall
be required from the Operating Advisor with respect to any calendar year as to which no Final Asset Status Report was prepared
by the applicable Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)           In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 


(d)           Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the applicable Special Servicer
will forward any Appraisal Reduction Amount and net present value calculations used in the applicable Special Servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the
Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall
not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value
calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the Operating
Advisor shall notify the Special Servicer of such error).


 


(e)           (i)
     After the occurrence and during the continuance of a Control Termination Event, and with respect
to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control
Appraisal Period, after the calculation but prior to the utilization by the applicable Special Servicer of any of the calculations
related to (i) Appraisal Reduction Amounts or Collateral Deficiency Amount (if the applicable Special Servicer has calculated
any such Appraisal Reduction Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section 1.02(iv),
the applicable Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating Advisor promptly,
but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly,
but no later than three (3) Business


 






     -295-


    


    

 


Days
after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)           In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the applicable Special Servicer) or net present
value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation,
the Operating Advisor and the applicable Special Servicer shall consult with each other in order to resolve any inaccuracy in
the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The applicable Master
Servicer shall cooperate with such Special Servicer and provide any information reasonably requested by such Special Servicer
necessary for the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount that is either in such Master
Servicer’s possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by such Master Servicer.
In the event the Operating Advisor and the applicable Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the applicable Special Servicer and determine which calculation is to apply and shall provide such parties
prompt written notice of its determination.


 


(iii)          Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)            Notwithstanding
the foregoing, prior to the occurrence and continuance of an Control Termination Event, the Operating Advisor will be limited
to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and other information
delivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted
on the Certificate Administrator’s Website during the prior calendar year (together with any additional information and
material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral
substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions,
lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other
similar actions that such Special Servicer may perform under this Agreement.


 






     -296-


    


    

 


(g)           The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3)
where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i)
in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the applicable
Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the
Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage
Loan that is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be
permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing
to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)           Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)            As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan
and each Companion Loan) and each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.26(d)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the applicable Collection Account as provided
by Section 3.26(e). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Accounts as provided in Section 3.05(a)(ii) of this


 






     -297-


    


    

 


Agreement,
but, with respect to the period when the outstanding Certificate Balances of the Control Eligible Certificates has not been reduced
to zero as a result of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a
Major Decision under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall
use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision only to the extent not prohibited by the related Mortgage
Loan documents, and in no event will it take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee. The applicable Master Servicer or applicable Special Servicer, as the case may be, may waive or reduce the amount of any
Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance
with the Servicing Standard, but in no event shall such Master Servicer or such Special Servicer take any enforcement action with
respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the
Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior
to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation
rights in its capacity as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property, (ii)
any Serviced AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination
Event or (iii) any Servicing Shift Whole Loan or related REO Property; provided, further, that the Operating Advisor
shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 


(j)            After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Allocated
Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking
into account the application of Allocated Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Allocated Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


 






     -298-


    


    

 


(k)           After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the
Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the
obligations of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify
the rights and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all
amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior
to such termination). The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating
Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will,
as soon as possible, be required to give written notice of the termination and appointment to the Special Servicers, the Master
Servicers, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and
the Certificateholders.


 


(l)            The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)          Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)           The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor


 






     -299-


    


    

 


shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)           In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class V Certificates,
the Class R Certificates and the RR Interest, then all of the rights and obligations of the Operating Advisor shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall
be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the
Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)           In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)           The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)            Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)           The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 






     -300-


    


    

 


(t)            The
Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicers,
the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)           With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
a Control Termination Event or Consultation Termination Event, as applicable.


 


Section
3.27    Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans,
the applicable Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement.


 


(b)           No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 






     -301-


    


    

 


(c)           In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant to
Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)           This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28    Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register
(the “Serviced Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will
record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to
the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion
Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion
Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect
such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29    Certain Matters Relating to the Whole Loans. (a) In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced
in accordance with the terms of the applicable Non-Serviced PSA, the applicable Master Servicer and the applicable Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)           If
any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency that
the applicable Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the
Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify each
Non-Serviced Master Servicer of the same.


 


(c)           In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request


 






     -302-


    


    

 


of
(and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the applicable Master Servicer, the
applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)           In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the applicable Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
applicable Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of
a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related
Intercreditor Agreement.


 


(e)           With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Consultation Termination
Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)            With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)           With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably cooperate
with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with
such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably
requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are
in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in any
event excluding any documents known to such Master Servicer, such Special Servicer, the Trustee or the Custodian to contain information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)           With
respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive any communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Master Servicer Decision pursuant
to clause (x) of the definition of such term, then such Master Servicer or Special Servicer shall forward the communication
to the Directing Certificateholder (and to the 


 



     -303-


    


    




 


applicable
Master Servicer, if the applicable Special Servicer is forwarding such communication), and the applicable Master Servicer shall
reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer,
in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)           During
the period from and after the date on which a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not
later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master
servicer under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced
Pari Passu Companion Loan: (A) to the extent the General Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC®
Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined in the related
Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(b)(ii) by the General Special Servicer and the General Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date,
(E) a CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC®
Advance Recovery Report, (H) a CREFC® Total Loan Report and (I) the CREFC® Loan Periodic Update
File. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date, the General
Master Servicer shall deliver or cause to be delivered or make available in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the General Special Servicer.
In no event shall any report described in this subsection be required to reflect information that has not been collected by or
delivered to the General Master Servicer, or any payments or collections not received by the General Master Servicer, as of the
close of business on the Business Day prior to the Business Day on which the report is due. In addition, the General Master Servicer
shall deliver or cause to be delivered or make available in electronic format to the related other master servicer under the related
Other Pooling and Servicing Agreement, any and all other reports required to be delivered by the General Master Servicer to the
Certificate Administrator hereunder pursuant to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)           On
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the


 






     -304-


    


    

 


related
Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the
Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified
in clauses (x) and (xii) of the definition of “Mortgage File” for the related Servicing Shift Whole
Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


(k)           Promptly
upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver notice of such
change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate
Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30     [RESERVED].


 


Section
3.31     [RESERVED].


 


Section
3.32     [RESERVED].


 


Section
3.33     Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information
that a Master Servicer, a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for
posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such
other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information”
followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any
information that is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be separately
posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and
delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.33 until such party has received written notice with
respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set forth
in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the
Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 






     -305-


    


    

 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01    Distributions of Available Funds. (a) On each Distribution Date, to the extent of the Available
Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount
from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set
forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated
Interest), and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the
following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)             first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class X-A Certificates, the Class X-B Certificates and the Class X-D
Certificates, the Class X-E Certificates, the Class X-F Certificates and the Class X-G Certificates pro rata (based upon their
respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)           second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates,
the Class A-4 Certificates and the Class A-5 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, until
the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal Balance
for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1) above have been
made) for such Distribution Date, until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to
zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero;
(4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1), (2) and (3) above have been made)
for such Distribution Date, until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero;
(5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4) above have
been made) for such Distribution Date, until the outstanding Certificate


 






     -306-


    


    

 


Balance
of the Class A-4 Certificates have been reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates, in an
amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses
(1), (2), (3), (4) and (5) above have been made) for such Distribution Date, until the outstanding
Certificate Balance of the Class A-5 Certificates have been reduced to zero and (7) seventh, to the Holders of the Class
A-SB Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions
specified in sub-clauses (1), (2), (3), (4), (5) and (6) above have been made) for such
Distribution Date, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II)
on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-4 Certificates and Class A-5 Certificates, pro rata (based on their respective Certificate Balances) in an amount equal
to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates, Class A-4 Certificates and Class A-5 Certificates is
reduced to zero;


 


(iii)          third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates,
the Class A-4 Certificates and the Class A-5 Certificates, first, (A) up to an amount equal to, and pro rata with,
the aggregate unreimbursed Realized Losses previously allocated to each such Class, then (B) up to an amount equal to all
accrued and unpaid interest on the amount set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from
the date the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(iv)           fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(v)            fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-4 Certificates and Class A-5 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-SB Certificates,
Class A-4 Certificates and Class A-5 Certificates on such Distribution Date), until the outstanding Certificate Balance of the
Class A-S Certificates has been reduced to zero;


 


(vi)          sixth,
to the Holders of the Class A-S Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 






     -307-


    


    

 


(vii)         seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)        eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)           ninth,
to the Holders of the Class B Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(x)            tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)           eleventh,
after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to zero, to the
Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and
Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has
been reduced to zero;


 


(xii)          twelfth,
to the Holders of the Class C Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xiii)         thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xiv)          fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 






     -308-


    


    

 


(xv)           fifteenth,
to the Holders of the Class D Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xvi)         sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


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


 


(xviii)       eighteenth,
to the Holders of the Class E Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xix)         nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)          twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)         twenty-first,
to the Holders of the Class F Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 






     -309-


    


    

 


(xxii)        twenty-second,
to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
G Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G Certificates, first, (A) up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, then (B) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (A) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed; and


 


(xxv)        twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the applicable Master Servicer and required to be part of the Aggregate Available
Funds for such Distribution Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate
Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such
Distribution Date. None of the Master Servicers, the Special Servicers or the Certificate Administrator shall be liable or held
responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the actions
described in the preceding sentence.


 


(b)           Distributions
of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate Available Funds
for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth
in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make distributions
thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required
and possible, each priority before making any distribution with respect to any succeeding priority:


 






     -310-


    


    

 


(i)             first,
to the Holders of the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate Interest Distribution
Amount for such Distribution Date;


 


(ii)           second,
to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the Retained Certificate
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the RR Interest has been
reduced to zero; and


 


(iii)          third,
to the Holders of the RR Interest, in an amount equal to the Retained Certificate Realized Loss Distribution Amount for such Distribution
Date;


 


provided,
however, that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account
after applying amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed
to the Holders of the Class R Certificates in respect of the Class UR Interest.


 


(c)           On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of principal or reimbursement
of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to the Holders of the respective
Related Certificates as provided in Section 4.01(a), Section 4.01(b), Section 4.01(d), Section 4.01(f)
and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount or Retained
Certificate Interest Distribution Amount, as applicable, in respect of its Related Certificates, plus a pro rata portion of the
Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5 and Class
LASB Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated
Interests, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class X-D Certificates,
(iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (v) in the case of the Class LF Uncertificated
Interest, the Class X-F Certificates, and (vi) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates,
and (B) in the case of the LRR Uncertificated Interest, the Retained Certificate Interest Distribution Amount in respect of the
RR Interest, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over
the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each
case to the extent actually distributable thereon as provided in Section 4.01(a) or Section 4.01(b), as applicable.
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the


 






     -311-


    


    

 


allocation
of Realized Losses and Retained Certificate Realized Losses, as provided in Section 4.01(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The pass-through
rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement
hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate
Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)           After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate Realized
Losses, as applicable (with interest as provided herein) and other amounts provided for in this Section 4.01.


 


(e)            Funds
on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance Charges
received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case net of
any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment Premium
is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
Liquidation Fees or Workout Fees payable therefrom) in the following manner: (x)(i) to each of the Class A-1, Class A-2, Class
A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates, the product of (A) the Non-Retained
Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates,
and (C) a fraction, the numerator of which is equal to the amount of principal distributed to such Class of Certificates for that
Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates
(other than the RR Interest) for that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product
of (I) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of
which is equal to the amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class
A-5 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all
Principal Balance Certificates (other than the RR Interest) for that Distribution Date, over (B) the amount of such Yield Maintenance
Charge or Prepayment Premium distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates
as described above, and (iii) to the Class X-B Certificates, any remaining portion of the Non-Retained Percentage of such Yield
Maintenance Charge or Prepayment Premium and (y) to the RR Interest, the Required Credit Risk Retention Percentage of such Yield
Maintenance Charge or Prepayment Premium.


 






     -312-


    


    

 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection
with any Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium,
and with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the related Distribution
Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between (i) the Mortgage Rate on
such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under no circumstances will the Base Interest
Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is greater than or equal to the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest
Fraction will equal zero; and (c) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan and is less than the Pass-Through Rate on such Class for the related Distribution Date, then the Base Interest Fraction shall
be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then the Mortgage Rate used in the determination
of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the prepayment.


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield
Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate
per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance
Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by
the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used
in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage
Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading
“U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published
by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment)
of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated
Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment
Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly
equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall
select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Class X-D, Class X-E, Class X-F, Class X-G, Class E,
Class F, Class G, Class V or Class R Certificates. After the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, the Non-Retained Percentage
of all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Class
X-B Certificates and the Required Credit Risk Retention Percentage of all Yield Maintenance Charges and Prepayment Premiums with
respect to the Mortgage Loans shall be distributed to the RR Interest.


 






     -313-


    


    

 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
on each Distribution Date pursuant to this Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed
in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)            On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the Regular Certificates (other than the RR Interest) (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower Tier Regular Interests) up to an amount
equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available
Funds for such Distribution Date and (ii) withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the Holders of the RR Interest (first deeming such amounts to be distributed with respect
to the Related Lower Tier Regular Interests) up to an amount equal to all Retained Certificate Realized Losses, if any, previously
deemed allocated to them and unreimbursed after application of the Retained Certificate Available Funds for such Distribution
Date. Amounts paid from the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall not reduce
the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account and the Retained Certificate Gain-on-Sale Account after such distributions shall be applied to offset future shortfalls
and Realized Losses and Retained Certificate Realized Losses, as applicable, with respect to the Principal Balance Certificates
and related Realized Losses and Retained Certificate Realized Losses, as applicable, in each case allocable to the Regular Certificates.
Upon termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale
Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class
LR Interest.


 


(g)           All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Section 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 






     -314-


    


    

 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicers,
the Special Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)           Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates) will be made
on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date,
post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the
effect that:


 


(i)            the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)           no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 






     -315-


    


    

 


(i)             Distributions
in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to the Regular
Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b) or Section
4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal
on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses or
Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has since been retired
shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check
mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior
Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such
prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check
mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust
for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner
contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)             On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed (i) to the Holders of the Class V Certificates in an amount equal to the Non-Retained Percentage of such Excess
Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such
Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available to pay any
other amounts except for distributions on Class V Certificates and the RR Interest as set forth in the prior sentence.


 


(k)            On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)             to
pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by such Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)            to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)           to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 






     -316-


    


    

 


(iv)          to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional
date required by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor
appearing on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Remittance Date, each Master Servicer shall withdraw from Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance
Date.


 


Section
4.02    Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power
of Attorney. (a) On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b)
on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth
as Exhibit G hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution
Date (each, a “Distribution Date Statement”) which shall include:


 


(i)            the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)           the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)          the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the applicable
Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset
Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in
each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to such Master Servicer and such Special Servicer;


 






     -317-


    


    

 


(iv)          the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)           the
aggregate amount of unscheduled payments received;


 


(vi)          the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)         the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which the related
Mortgagor is subject to oversight by a bankruptcy court;


 


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


 


(ix)          the
Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)           the
(A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest Distribution
Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount, as applicable,
for such Distribution Date allocated to such Class of Certificates;


 


(xi)          the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment Premiums;


 


(xii)         the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)        the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)        the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or Retained
Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result of
allocations of Realized Losses or


 






     -318-


    


    

 


Retained
Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates (other than the RR Interest) and
the RR Interest, respectively, to date;


 


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


 


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


 


(xvii)         the
current Controlling Class;


 


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


 


(xix)          a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


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


 


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


 


(xxii)         in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(b), Section 4.01(d) and Section 4.01(f);


 


(xxiii)        the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)        the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)         with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates),


 






     -319-


    


    

 


and
(C) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection
with such Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


(xxvi)        with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A)
the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related REO
Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest
in respect of the related REO Loan in connection with that determination;


 


(xxvii)       the
aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)      [RESERVED];


 


(xxix)         then-current
credit support levels for each Class of Certificates;


 


(xxx)         the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)        a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)       a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)      an
itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)      the
amount of any Excess Interest actually received.


 


In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 






     -320-


    


    

 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s website or filing such information
pursuant to this Agreement, including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator
has an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns
for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


(b)           [RESERVED].


 


(c)            Each
of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer or such
Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent such
action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information
confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information
or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this
Agreement except as set forth herein. In connection with providing access to the applicable Master Servicer’s or Special
Servicer’s Internet website, such Master Servicer or such Special Servicer, as applicable, shall take reasonable measures
to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. No Master Servicer or Special Servicer, as the case may be, shall
be liable for dissemination of this information in accordance with this Agreement, and no Master Servicer or the Special Servicer


 






     -321-


    


    

 


shall
be responsible for any information delivered, produced, or made available pursuant to Section 3.13, other than information
produced by such Master Servicer or such Special Servicer, as applicable; provided that such information otherwise meets
the requirements set forth herein with respect to the form and substance of such information or reports. The applicable Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


Each
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer)
provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for the applicable Master Servicer to prepare each report and any supplemental information to be
provided by the applicable Master Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee
or the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the applicable
Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from such Master Servicer
contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions
to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement required by Section
4.02(a) and allocating Realized Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in
accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure, in
the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law or
any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)           Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 






     -322-


    


    

 


(e)           The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)            Upon
the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case, is
an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case of a Specially Serviced
Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder)
and if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable, such Master
Servicer or such Special Servicer, shall provide or make available (or make available electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall include
any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03    P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance
Date, the applicable Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the
Mortgage Loans serviced by such Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held
in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation
to make such P&I Advances or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the applicable Collection Account for future


 






     -323-


    


    

 


distribution
and so used to make P&I Advances shall be appropriately reflected in the applicable Master Servicer’s records and replaced
by such Master Servicer by deposit in its Collection Account on or before the next succeeding P&I Advance Date (to the extent
not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which
such P&I Advances were made). The applicable Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances to be made by such Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to Mortgage Loans serviced by such Master Servicer for such Distribution Date, on or before two
(2) Business Days prior to such Distribution Date. If the applicable Master Servicer fails to make a required P&I Advance
by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section
7.05 by noon, New York City time, on the related Distribution Date, unless such Master Servicer shall have cured such failure
(and provided written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time,
on such Distribution Date. In the event that the applicable Master Servicer fails to make a required P&I Advance hereunder,
the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related
P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual
Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution
Account but shall be deposited into the applicable Collection Account for payment to CREFC® on such Distribution
Date.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole
Loan with a related Serviced Companion Loan, then it shall provide to the related other master servicer and Other Trustee under
the Other Pooling and Servicing Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan
within two (2) Business Days of making such P&I Advance.


 


If
the applicable Master Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall
provide to the related Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance
within two (2) Business Days of making such P&I Advance.


 


(b)           Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by each Master Servicer
with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall be equal to: (i) the
Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related
Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced
Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) for which it acts as Master
Servicer during the related Collection Period and were not received as of the close of business on the Business Day preceding
the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable Master Servicer) and (ii) with
respect to each such Mortgage Loan for which it acts as Master Servicer that is delinquent in respect of its Balloon Payment as
of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to
which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to


 






     -324-


    


    

 


subsection
(c) below, the obligation of the applicable Master Servicer to make such P&I Advances is mandatory, and with respect to
any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion
Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event
or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall
be made with respect to any Companion Loan.


 


(c)           Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable Master Servicer, the
applicable Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced
Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance
with respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other
Trustee, as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion
Loan. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance
with respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan
previously made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within
two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written notice from the related
Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance with the applicable
Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance under the applicable
Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Other
Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master
Servicer, the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance
previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I Advance.
Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I
Advances with respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case
may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a
Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as the
case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable Special Servicer or the
Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance
or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With
respect to each Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall
make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that a P&I Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any
proposed P&I Advance would, if made, constitute a


 






     -325-


    


    

 


Nonrecoverable
Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable Non-Serviced
Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable
Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the applicable Master Servicer, the applicable Special
Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any
outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, shall provide the applicable
Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days
of the date of such determination. If the applicable Master Servicer receives written notice from the related Non-Serviced Master
Servicer or the related Non-Serviced Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee
has determined, in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under
such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable Master Servicer,
the applicable Special Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Non-Serviced Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional P&I Advances with
respect to the related Non-Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable
P&I Advance, which determination may be as a result of consultation with the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the
applicable Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this Agreement to determine
that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)           In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the applicable
Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the applicable Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance
(i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has
expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related P&I
Advance Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding
P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such
purpose are deposited in the Collection Account.






     -326-


    


    

 






(e)           Notwithstanding the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for
Excess Interest, Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or
make any P&I Advance with respect to any Companion Loan and (ii) if an Appraisal Reduction Amount has been determined
with respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan, an “appraisal reduction amount”
has been made in accordance with the related Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal reduction
amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for
such Mortgage Loan for such Distribution Date without regard to this Section 4.03(e), and (y) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal
Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence,
the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related
Distribution Date.


 


(f)            In no event shall either the applicable Master Servicer or the Trustee be required to make a P&I Advance with respect
to any Companion Loan.


 


Section 4.04        Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date
pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and Retained
Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate Realized
Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Realized Losses or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall
be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The
allocation of Realized Losses or Retained Certificate Realized Losses shall constitute an allocation of losses and other
shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses and Retained Certificate Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the
Certificate Balance of the applicable Class of Certificates in respect of which any such reimbursement is made. With respect
to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were
reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Aggregate Principal
Distribution Amount (and corresponding to a reduction of the Principal Distribution Amount and Retained Certificate Principal
Distribution Amount) are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to
the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized
Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized Losses, in sequential order
according to the priority of payments for the Principal Balance Certificates (other than the RR Interest) (and in the case of
the Principal Balance Certificates that


 






     -327-


     


    

 


are
Senior Certificates, on a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each
case up to the amount of the unreimbursed Realized Losses and Retained Certificate Realized Losses, as applicable, allocated to
such Class of Principal Balance Certificates.


 


(b)           (I) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest)
will be reduced without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates
with respect to such Distribution Date; (II) on each Distribution Date, the Certificate Balance of the RR Interest will be
reduced without distribution, as a write-off to the extent of any Retained Certificate Realized Losses with respect to such Distribution
Date. Any such write off under (I) above shall be allocated in the following order:


 


(i)            first, to the Class G certificates;


 


(ii)           second, to the Class F certificates;


 


(iii)          third, to the Class E certificates;


 


(iv)          fourth, to the Class D certificates;


 


(v)           fifth, to the Class C certificates;


 


(vi)          sixth, to the Class B certificates; and


 


(vii)         seventh, to the Class A-S Certificates and then, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)           With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class
of Principal Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), with respect to such
Distribution Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto
as a write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred and is
continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the applicable Special
Servicer or the Operating Advisor, Allocated Cumulative Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to
the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates (other than the RR Interest)
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is
reduced to zero (i.e., first, to the Class G Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C
Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally,
pro rata based on their respective interest


 






     -328-


     


    

 


entitlements,
to the Senior Certificates (other than the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G
Certificates).


 


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the
one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention
Percentage and the Non-Retained Percentage, respectively.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the applicable Special Servicer
shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most
recent Appraisal obtained by the applicable Special Servicer with respect to such Mortgage Loan, and all other information relevant
to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Master Servicer
that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the applicable Master Servicer shall (i) promptly request from
the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with
respect to such AB Modified Loan, in addition to all other information reasonably required by the applicable Master Servicer to
calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination
Date following receipt by the applicable Master Servicer of the appraisal and any other information set forth in the immediately
preceding clause (i) that the applicable Master Servicer reasonably expects to receive, calculate whether a Collateral Deficiency
Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced
Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the applicable Master Servicer thereof. Upon reasonable
prior written request, the applicable Master Servicer shall provide the applicable Special Servicer with information in its possession
that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicers (with respect
to Mortgage Loans (other than the Non-Serviced Mortgage Loans)), the Special Servicers (with respect to Non-Serviced Mortgage Loans),
the Operating Advisor, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to notionally
reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates is reduced
to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance of a Control
Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and
applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount),
in accordance with this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts and Allocated
Cumulative Appraisal Reduction Amounts.


 






     -329-


     


    

 


With respect to (i) any Appraisal
Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of removal of
the applicable Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The applicable Special Servicer
(in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan)) shall promptly notify the applicable Master Servicer,
and the applicable Master Servicer shall notify the Certificate Administrator, to the extent it receives such information, of the
amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount
allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through delivery
of such Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount) and
the Certificate Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or
Cumulative Appraisal Reduction Amount, as applicable, to the Certificate Administrator’s Website. Based on information in
its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling
Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the applicable
Master Servicer, the applicable Special Servicer and the Operating Advisor of such event, including the identity and contact information
of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)           (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the right, at their sole
expense, to require the applicable Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the applicable
Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage
Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount (such Holders, the “Requesting Holders”). The applicable Special Servicer shall use its reasonable best
efforts to ensure that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the applicable Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced Mortgage
Loan, the applicable Master Servicer shall use commercially reasonable efforts to obtain such second Appraisal from the applicable
Non-Serviced Special Servicer and to forward such second Appraisal to the applicable Special Servicer.


 






     -330-


     


    

 


(ii)           Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer (for
Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the Non-Serviced Special Servicer (for Appraisal Reduction Amounts
on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement)
and the applicable Special Servicer (for any Mortgage Loan (other than a Non-Serviced Mortgage Loan)) shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount (as applicable) is warranted, and if so warranted, such Person shall recalculate
the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and (for any
Mortgage Loan (other than a Non-Serviced Mortgage Loan)) any information received from the applicable Master Servicer. If required
by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class
shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of
the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Certificate
Administrator, the Operating Advisor and the Special Servicers shall be entitled to conclusively rely on the applicable Master
Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.
The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain
from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the
Class is reinstated as the Controlling Class (such period beginning upon receipt by the applicable Special Servicer of any request
to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the
applicable Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount
is warranted or (B) the applicable Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the
Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates
that is not an Appraised-Out Class, if any.


 


(c)           With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an
Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole
Loan)), the applicable Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the
related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially
changed, notify the applicable Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the applicable Master Servicer as a Servicing Advance
or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable
and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in
accordance with Section 4.05(b) above), shall deliver a copy thereof to the applicable Master Servicer, the


 






     -331-


     


    

 


Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b) above)
and receipt of information reasonably requested by the applicable Special Servicer from the applicable Master Servicer that is
in the possession of such Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount, the applicable
Special Servicer shall determine or redetermine, as applicable, and report to the applicable Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any Consultation Termination
Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to
such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Template format; provided, however, that the applicable Special Servicer shall not be
liable for failure to comply with such duties insofar as such failure results from a failure of the applicable Master Servicer
to provide sufficient information to the applicable Special Servicer to comply with such duties or failure by the applicable Master
Servicer to otherwise comply with its obligations hereunder. Following the applicable Master Servicer’s receipt from the
applicable Special Servicer of the calculation of the Appraisal Reduction Amounts, the applicable Master Servicer shall provide
such information to the Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Template provided to it by the applicable Special Servicer or such other report or reports mutually agreed
upon between the applicable Master Servicer and the Certificate Administrator will calculate the Allocated Appraisal Reduction
Amount and the Allocated Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall also be promptly
forwarded by the applicable Master Servicer (or the applicable Special Servicer if the related Mortgage Loan is a Specially Serviced
Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer and
Other Trustee of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by the applicable Master Servicer (or the applicable Special Servicer if the related Mortgage
Loan is a Specially Serviced Loan). If the applicable Special Servicer is required to redetermine the Appraisal Reduction Amount
or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the
prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion
Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination Event (and unless
the related Mortgage Loan is an Excluded Loan as to such party), the applicable Special Servicer shall consult with the Directing
Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount
or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the applicable Special
Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage
Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the
applicable Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable,


 






     -332-


     


    

 


with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan;
provided that the applicable Special Servicer is not aware of any material change to the related Mortgaged Property having
occurred and affecting the validity of such Appraisal or valuation.


 


The applicable Master Servicer
shall deliver by electronic mail to the applicable Special Servicer any information in its possession that is reasonably required
to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, using
reasonable efforts to deliver such information, within four (4) Business Days following the applicable Special Servicer’s
reasonable request therefor; provided that the applicable Special Servicer’s failure to timely make such request shall
not relieve the applicable Master Servicer of its obligation to use reasonable efforts to provide such information to the applicable
Special Servicer within four (4) Business Days following the applicable Special Servicer’s reasonable request. The Master
Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)           Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan previously subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected
Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion
Loan and any Serviced Whole Loan, as applicable), and with respect to which no other Appraisal Reduction Event has occurred and
is continuing, will no longer be subject to an Appraisal Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal
Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with
and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)           Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06       
Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I


 






     -333-


     


    

 


of
subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such
intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of
the Class V Certificates or the RR Interest in the Grantor Trust so as to improve their rate of return. The Certificate Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return
to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate
Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish,
or cause to be furnished, to the Holders of the Class V Certificates and the RR Interest their allocable share of the Excess
Interest and Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


 


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


 


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


 


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


 


(e)           To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the


 






     -334-


     


    

 


Class V
Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator shall make reasonable
good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent the receipt of
such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator
shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial
owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the
Distribution Date Statement, (B) the applicable Master Servicer or the applicable Special Servicer, as the case may be, relating
to the reports being made available pursuant to Section 3.13(b) and Section 3.13(e), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the
Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”), and
(ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator or the
Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced
Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry
to the appropriate person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the applicable
Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless
such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic
mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts
to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable;
provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer, the
applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information (subject to the Privileged


 






     -335-


     


    

 


Information
Exception, (vi) that answering the Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
or disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the applicable Master Servicer, the applicable Special Servicer or
the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall
post or otherwise disclose any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party
(in its capacity as Risk Retention Consultation Party) as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that a Master Servicer, a Special Servicer, the Certificate Administrator and the
Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is
beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be
in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result
in significant additional costs or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or
(vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact
that a Master Servicer, a Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed
to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor,
the applicable Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the Operating Advisor or
any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party
shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be
required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator
determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions,
answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding the
foregoing, the Operating Advisor shall not be required to respond to any Inquiries from Certificateholders for which its response
would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled
to receive under the terms of this Agreement.


 


(b)           The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to


 






     -336-


     


    

 


persons
entitled to access to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s
name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from
the Investor Registry (which notice may not be within forty-five (45) days of its registration), the Certificate Administrator
shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating
any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information
thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)           The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the case may be,
relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the applicable Master
Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the applicable Master
Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate
person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com; and, in the case of the
NCB Master Servicer, to the following: BANK2018BNK13@ncb.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry
as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the
Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, such Master Servicer or such Special Servicer, as applicable, and (B) the Certificate Administrator,
such Master Servicer or such Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good
faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses
is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under


 






     -337-


     


    

 


this
Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider
by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the
reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall
not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document
Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request
Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters,
the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A
Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information.
The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency
Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial
in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08       
Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon
the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)           The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other


 






     -338-


     


    

 


Person’s
use or dissemination of the documents or information contained on the Secure Data Room; provided that such event or occurrence
is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required
to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant
to access only the information necessary to perform its duties and responsibilities under this Agreement.


 


(c)           Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the applicable Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the applicable Special Servicer may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the
Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted
files.


 


[End of Article IV]


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-4, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the
officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates will be issuable only
in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in
excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B Certificates) will be
issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000, and in integral multiples
of $1.00 in excess thereof. The Non-Registered Certificates (other than the Class X-D, Class R and Class V Certificates
and the RR Interest) will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000,
and in integral multiples of $1.00 in excess thereof. The RR Interest will be issuable in minimum Denominations of authorized initial
Certificate Balance of not less than $1.00 and in integral multiples of $0.01 in excess thereof. If the Original Certificate Balance
or initial Notional Amount, as applicable, of any Class of Certificates (other than the RR Interest) does not


 






     -339-


     


    

 


equal
an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class V Certificates shall be issued, maintained and transferred
in minimum percentage interests of 5% of such Class V Certificates and in integral multiples of 1 in excess thereof. The
Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R
Certificates and in integral multiples of 1% in excess thereof.


 


(b)           One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Torchlight Investors, LLC or an affiliate 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


 






     -340-


     


    

 


shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided;


 


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


 


(b)           Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificates or RR Interest
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, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and
Class V Certificates shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form
of Definitive Certificates at all times during the 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


 






     -341-


     


    

 


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, during the RR Interest Transfer Restriction Period, any RR Interest shall only be held
as a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and 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 Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator
shall hold the RR Interest in safekeeping and shall release the Definitive Certificate representing a portion of the requesting
Retaining Party’s RR Interest only upon receipt of written instructions from the applicable Holder of the RR Interest and
the Retaining Sponsor’s written consent, or in connection with a transfer, in accordance with Section 5.03(i),
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and with this Agreement. 
There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which the RR 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 Interest Safekeeping Account for each Retained Party.  The RR Interest to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the RR Interest shall be remitted
to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retained Party in accordance with written
instructions provided separately by each Retained Party to the Certificate Administrator.  Under no circumstances by virtue
of safekeeping the RR Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retained Parties. During the RR Interest Transfer Restriction Period and for such longer time
as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive


 






     -342-


     


    

 


Certificate
representing the RR Interest at the below location, or any other location; provided the Certificate Administrator has given
notice to each of the Retaining Parties of such new location:


 


Wells Fargo Bank NA


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


425 E Hennepin Avenue


Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest 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
RR Interest on the Closing Date.


 


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be
kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges
of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by
a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates
on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers and the Special
Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its
services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred
to in this Section 5.03(a).


 


(b)           Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at


 






     -343-


     


    

 


its
office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions
(who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(d)           Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or
(B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest
in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such certificate
shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require),
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the


 






     -344-


     


    

 


beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(e)           Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If
a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as
the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in
the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.07, of (1) instructions from Euroclear or Clearstream, if applicable, and the
Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the
Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such
decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an
interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of
Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the
Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an
Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such
transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such
beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the
Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate Registrar
shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the
Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the
reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to debit, or cause to be debited, from the account of the Person


 






     -345-


     


    

 


making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
that is being transferred.


 


(f)            Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation
S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be,
a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)           Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a) 
a Risk Retention Certificate or a Vertical RR Interest during the Transfer Restriction Period or (b) a Class R Certificate) wishes
at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the
form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event
that the applicable Book-Entry Certificate is the


 






     -346-


     


    

 


Regulation
S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is
the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the
portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance
of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email
to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably
required by the Depository to effect such exchange.


 


(h)          Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), and subject to the issuance and transfer of a Risk Retention Certificate or a Vertical
RR Interest during the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate
shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)           Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made,
then the following documents shall be delivered to the Certificate Administrator, who will facilitate the transfer in conjunction
with the Certificate Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) (i) if such RR Interest is in the possession of the Certificate Administrator, a letter notifying the Certificate Administrator
in writing of the Holder of an RR Interest’s intention to transfer such RR Interest from the Retained Interest Safekeeping
Account and identifying the transferee, (ii) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor
with a medallion stamp guarantee of the Retaining Sponsor, (iii) a certification from the Certificateholder desiring to effect
such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (iv) if such RR Interest will be in the possession
of the Certificate Administrator after such transfer, a completed W-9 by the prospective transferee and (v) contact information
and wiring instructions for the prospective transferee.  Upon the completion of any transfer during the RR Interest Transfer
Restriction Period, the Certificate Administrator shall issue a receipt to such transferor and transferee. Upon receipt of the
foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(n),
reflect such RR Interest in the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest
be held as a Book-Entry Certificate during the RR Interest Transfer Restriction Period. Any attempted or purported transfer in
violation of this Section 5.03(i) shall be null and void ab initio and shall vest no rights in any purported transferee and shall
not relieve the transferor of any obligations with respect to the applicable Certificates.


 






     -347-


     


    

 


(j)            Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)           Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall
be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)          All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or, with respect to the Risk Retention Certificates and the RR Interest, the applicable Retaining
Parties) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either (i) a
representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1
attached hereto, to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election
has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the
case of a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate
is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion


 






     -348-


     


    

 


of
Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt
“prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt violation of any
Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicers,
the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations
Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975
of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate Administrator
shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and
Certificate Administrator have received either the representation letter described in clause (i) above or the Opinion of
Counsel described in clause (ii) above. The costs of any of the foregoing representation letters or Opinions of Counsel shall
not be borne by any of the Depositor, either Master Servicer, either Special Servicer, any sub-servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations
Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not and
will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition
of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975
of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n) shall be deemed
absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)           No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class V Certificate.
Each prospective transferee of a Class R or Class V Certificate shall deliver to the transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not and will not
become a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate
shall be deemed to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted
or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no
rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(p)           Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any
Residual Ownership Interest are expressly subject to the following provisions:


 


(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire
or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that
is not a Permitted Transferee. Any such Person shall promptly notify the Certificate


 






     -349-


     


    

 


Registrar
of any change or impending change in its status (or the status of the beneficial owner of such Residual Ownership Interest) as
a Permitted Transferee. Any acquisition described in the first sentence of this Section 5.03(p) by a Person who is
not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void
ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to
registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


 


(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed
Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require
the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed
transferor, an affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(p)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the
proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed
transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the


 






     -350-


     


    

 


foregoing
restrictions, and in any event not later than sixty (60) days after a request for information from the transferor of such
Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the
transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(q)           The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(r)            Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(s)           Each Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:


 


(i)            Such Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for
its own account or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale
of the Non-Registered Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R
Certificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such
Non-Registered Certificate for its own account or for the account of another Institutional Accredited Investor, and (ii) is not
acquiring such Non-Registered Certificate with a view to any resale or distribution of such Non-Registered Certificate other than
in accordance with the restrictions set forth in this Section 5.03(s), or (C) (except with respect to the Class R
Certificates) is an institution that is not a United States Securities Person, and is purchasing such Non-Registered Certificate
in an Offshore Transaction.


 


(ii)           Such Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified
under the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified


 






     -351-


     


    

 


Institutional
Buyer in a transaction meeting the requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an
institution that is a non-United States Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation
S, or (C) (except with respect to the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified
Institutional Buyer, and in each case, in accordance with any applicable federal securities laws and any applicable securities
laws of any state of the United States or any other jurisdiction.


 


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


 


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


 


(t)           Each beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code
(an “ERISA Plan”) or a person acting on behalf of an ERISA Plan, as a condition of its purchase of such Certificate,
will be deemed to have represented that (i) none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Master
Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, or
any of their respective affiliated entities (the “Transaction Parties”), has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the Plan has relied in connection
with the decision to acquire Certificates, and the Transaction Parties are not otherwise acting as a fiduciary (within the meaning
of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the ERISA Plan’s acquisition
of Certificates (except where an exemption applies or it would not otherwise result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code), and (ii) the Plan fiduciary is exercising its own independent judgment in evaluating the investment
in the Certificates.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the


 






     -352-


     


    

 


issuance
of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient
to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
or any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent
that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed
to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10)
Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and
expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of then-current Directing Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)           (i) The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following


 






     -353-


     


    

 


and
no more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence: “On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D
relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)           In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate,
(i) if the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate
Administrator shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the
holder of record with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written
certification from such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one
of the following documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from
a broker-dealer or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents).
The Certificate Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate
Owner in any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate
Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis,
Minnesota 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate


 






     -354-


     


    

 


thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)          The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the
Special Servicers or the Depositor.


 


Section 5.09       
[RESERVED]


 


Section 5.10      
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 






     -355-


     


    

 


(b)          In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 






     -356-


     


    

 


[End of Article V]


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer, THE DIRECTING
CERTIFICATEHOLDER AND THE Risk Retention Consultation Party


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the
Asset Representations Reviewer. (a) Each Master Servicer, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 


(i)            The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms
of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master
Servicer to perform its obligations under this Agreement;


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 






     -357-


     


    

 


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


 


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


 


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


 


(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority
or court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement;


 


(b)           Each Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)            The Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware and (B) in the case of the NCB Special Servicer, a national
banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and
in each case, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would


 






     -358-


     


    

 


constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and
adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)         This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 


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


 


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


 


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


 






     -359-


     


    

 


materially
adverse effect on the ability of the Special Servicer to perform its obligations hereunder.


 


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


 


(i)            The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the
Operating Advisor to perform its obligations under this Agreement or its financial condition;


 


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


 


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


 


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


 






     -360-


     


    

 


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


 


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


 


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


 


(d)           The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, each Master Servicer, each Special Servicer and the Certificate Administrator, as
of the Closing Date, that:


 


(i)            The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance
with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is
likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations
under this Agreement or its financial condition;


 


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


 






     -361-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(e)           The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution
and delivery of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice
thereof from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth
in this Section 6.01 which materially and adversely affects the interests of


 






     -362-


     


    

 


any
party to this Agreement, the Certificateholders, the party discovering such breach shall give prompt written notice to the other
parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers
or the Asset Representations Reviewer. (a) Subject to subsection (b) below, each of the Depositor, the Master Servicers
and the Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)           Each of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations
Reviewer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be
limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance,
as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an
assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master Servicer,
a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms
of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received
from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor
enters into a merger and such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable law,


 






     -363-


     


    

 


such
Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required
to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of
Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect
to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements
of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor notifies the Depositor in writing
(a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the
depositor in such Other Securitization, as the case may be, notifies such Master Servicer, such Special Servicer or the Operating
Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered
that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan
securitization (and specifically identifying the instance of noncompliance), then it shall be an additional condition to such
succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent
shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special
Servicer or Operating Advisor may remain a Master Servicer, a Special Servicer or the Operating Advisor, as applicable, under
this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring
all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) such
Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60)
days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the
case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify such Master
Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination,
in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant
of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 7.01.


 


(i)            The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)           Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the


 






     -364-


     


    

 


liabilities
and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), either
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties
or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of such party’s duties or by reason of negligent disregard of such party’s obligations
and duties hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, a Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners, directors,
officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master
Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including, without limitation,
costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative action (whether in equity
or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
(including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable


 






     -365-


     


    

 


for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the
Special Servicers, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected
in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the applicable Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed
or presented by the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel
or Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)           None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicers, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor and the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such
Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion
Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan
in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the applicable Collection
Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or
liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan,
as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.
In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled
to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the applicable
Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 






     -366-


     


    

 


(c)           Each of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers
or in the case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the
other Special Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of such Master Servicer or such Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by such Master Servicer
or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by such Master Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure
to so notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s
or such Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicers
and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such Master Servicer or such
Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set forth
in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12,
Section 3.17(c) and Section 3.18(g) or (ii) a breach by such Master Servicer or such Special Servicer, as
applicable, of any obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).


 


(d)           Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold


 






     -367-


     


    

 


them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate
Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the applicable
Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may
be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or
the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)           The Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect
to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 






     -368-


     


    

 


(f)            The Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including
in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating
Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          The Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein;


 






     -369-


     


    

 


provided
that such indemnity shall not cover indirect or consequential damages. The applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be,
shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is
materially prejudiced thereby.


 


(i)            The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan
and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of either Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)            For purposes of this Section 6.04 and Section 11.12, any Master Servicer or Special Servicer, as
the case may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance
of their respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master
Servicer or such Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master
Servicer or such Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such
terms would or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled
to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


(k)           The NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners, directors, officers,
shareholders, members, managers,


 






     -370-


     


    

 


employees
or agents from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by the General Master Servicer or such Persons in connection with any CREFC®
Schedule AL File prepared by the General Master Servicer that arise out of or are based upon any error, inaccuracy or incompleteness
in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File delivered by the NCB Master Servicer to the General
Master Servicer pursuant to Section 3.12(d) or any failure by the NCB Master Servicer to deliver to the General Master Servicer
any NCB CREFC® Schedule AL File or NCB Schedule AL Additional File by the time specified in Section 3.12(d).


 


Section 6.05       
Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
none of the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of such Master Servicer or such Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder. Unless applicable
law requires the resignation of such Master Servicer or such Special Servicer (as the case may be) to be effective immediately,
and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation by such Master Servicer or such
Special Servicer under clause (a) above shall become effective until the Trustee or a successor master servicer or
special servicer, as applicable, shall have assumed such Master Servicer’s or such Special Servicer’s, as applicable,
responsibilities and obligations in accordance with Section 7.02 and no such resignation by such Master Servicer or
such Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant
to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion Loan.
Upon any termination (as described in Section 7.01(c)) or resignation of such Master Servicer or such Special Servicer,
pursuant to this Section 6.05, such Master Servicer or such Special Servicer, as applicable, shall have the right and
opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided
that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor
or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor
special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party
shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall such Master Servicer or such Special


 






     -371-


     


    

 


Servicer
have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable,
is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may, but is not
obligated to, enforce the obligations of either Master Servicer and either Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of either Master Servicer and either Special Servicer hereunder
or exercise the rights of either Master Servicer or either Special Servicer, as applicable, hereunder; provided, however,
that either Master Servicer and either Special Servicer shall not be relieved of any of their respective obligations hereunder
by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by either Master Servicer or either Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07       
The Master Servicers and the Special Servicers as Certificate Owner. Either Master Servicer, either Special Servicer
or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Party. (a) (A) Other than with respect to
any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event has
occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer
with respect to all Major Decisions (other than with respect to any applicable Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class) and (2) the applicable Master Servicer to the extent the Directing
Certificateholder’s consent is required by the applicable clauses of the definition of “Master Servicer Decision”,
and (B) the Risk Retention Consultation Party shall (other than with respect to any applicable Excluded Loan with respect to the
Risk Retention Consultation Party) be entitled to consult on a strictly non-binding basis with the applicable Special Servicer
with respect to any Major Decision (provided, that prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the
Risk Retention Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party with
respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall be subject
to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a)
and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing, the applicable Special
Servicer shall not be permitted to take (or to consent to any Master Servicer’s taking) any of the


 






     -372-


     


    

 


following
actions (each, a “Major Decision”) as to which the Directing Certificateholder has objected in writing within
ten (10) Business Days (or thirty (30) days with respect to clause (ix) of the definition of “Major Decision”)
after the Directing Certificateholder’s receipt of the applicable Special Servicer’s written recommendation and analysis
and all information reasonably requested by the Directing Certificateholder, and reasonably available to the applicable Special
Servicer in order to grant or withhold such consent (provided that if such written consent has not been received by the
applicable Special Servicer within the applicable time period, then the Directing Certificateholder will be deemed to have approved
such action):


 


(i)            any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of
the ownership of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)           any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest)
or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of
a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such
Mortgage Loan or Serviced Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within
120 days as provided in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)          any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell
in accordance with Section 3.16(a)(iii) of this Agreement, in each case, for less than the applicable Purchase Price;


 


(iv)         any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous
material located at an REO Property;


 


(v)          any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than (A) any such transfer or incurrence
of debt as described under clause (xiv), (xv) or (xvi) of the definition of “Master Servicer Decision”
or as may be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant to the specific
terms of such Mortgage Loan and (III) for which there is no lender discretion, or (B) solely with respect to an NCB Co-op
Mortgage Loan, subject to the satisfaction of various conditions and subject to certain parameters set forth in this Agreement,
(a) the waiver of a “due-on-encumbrance” clause pertaining to an NCB Co-op Mortgage Loan with respect to subordinate
financing as to which the NCB Subordinate Debt Conditions have been satisfied and (b) the incurrence of additional indebtedness
by a Mortgagor of an NCB Co-op Mortgage Loan;


 






     -373-


     


    

 


(vi)         (a) other than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a Specially
Serviced Loan with a principal balance equal to or greater than $10,000,000, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, (b) with respect to any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Companion Loan that is a Non-Specially Serviced Loan, a change in property management if the replacement
property manager is a Borrower Party or (c) franchise changes with respect to a Mortgage Loan for which the lender is required
to consent or approve such changes under the related Mortgage Loan documents;


 


(vii)        other than in the case of any Non-Specially Serviced Loan or any NCB Co-op Mortgage Loan, releases of any material amounts
from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than
those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no lender discretion
(provided, however, that any releases for which there are lender discretion with respect to Specially Serviced Loans
of material amounts from any escrow accounts, reserve funds or letters of credit held as performance escrows or performance reserves
specified (along with the related Mortgage Loans) on Schedule 3 hereto shall also constitute Major Decisions);


 


(viii)       any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(ix)          other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


(x)           other than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution
of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease (other
than for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of
(1) 30% of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such
transaction is not a routine leasing matter;


 


(xi)          other than in the case of a Non-Specially Serviced Loan, any modification, amendment, consent to a modification or waiver
of any material term of any Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine lender, subordinate
debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, or any action to enforce rights
(or decision not to enforce rights) with respect thereto; provided, however, that any such modification or amendment
that would adversely impact the applicable Master Servicer shall additionally require the consent of such Master Servicer as a
condition to its effectiveness;


 






     -374-


     


    

 


(xii)         any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the Mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to
an NCB Co-op Mortgage Loan as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(xiii)        requests for property releases or substitutions, other than (A) grants of easements or rights of way, (B) releases
of non-material parcels of a Mortgaged Property (including, without limitation, any such releases as to which the related Mortgage
Loan documents expressly require the mortgagee thereunder to make such releases), (C) consents to releases related to condemnation
of parcels of a Mortgaged Property, (D) the release of collateral securing any Mortgage Loan in connection with defeasance
of the collateral for such Mortgage Loan or (E) the items listed in clause (vii) of this definition and clause (viii)
of the definition of “Master Servicer Decision”;


 


(xiv)        other than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect
the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan;


 


(xv)         agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States of America would be permitted or (B) a modification that would permit a principal prepayment
instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xvi)        determining whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease;


 


(xvii)       other than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels
of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the related Mortgage Loan or any related Companion Loan when due;


 


(xviii)      following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents; and


 


(xix)         other than with respect to the NCB Mortgage Loans and other than in the case of any Non-Specially Serviced Loan, approval
of any waiver regarding the receipt of


 






     -375-


     


    

 


financial
statements (other than immaterial timing waivers including late financial statements which in no event relieve any borrower of
the obligation to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial
statements;


 


provided, however, that, in the event
that the applicable Special Servicer or the applicable Master Servicer, as the case may be, determines that immediate action, with
respect to the foregoing matters or any Master Servicer Decision, or any other matter requiring consent of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect
the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and
the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may be, may take
any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing
Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided that if
such matter requires consent of or consultation with the Directing Certificateholder, the Risk Retention Consultation Party or
the Operating Advisor pursuant to this Agreement, the applicable Special Servicer or the applicable Master Servicer, as the case
may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) and the Risk Retention Consultation
Party (if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. None of the Master Servicers or the Special Servicers is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event, the applicable Special Servicer shall consult with the Directing Certificateholder
(only prior


  



     -376-


     


    




 


to the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating
to an Excluded Loan with respect to the Directing Certificateholder (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and
consider alternative actions recommended by the Directing Certificateholder in respect thereof. If the applicable Master Servicer
and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process any Major Decision, the
applicable Master Servicer shall not be permitted to take any of the actions that constitute Major Decisions unless it has obtained
the consent of the applicable Special Servicer, which consent will be deemed given (unless earlier objected to by the applicable
Special Servicer) ten (10) Business Days after the applicable Special Servicer’s receipt from the applicable Master
Servicer of the applicable Master Servicer’s written recommendation and analysis with respect to such Major Decision and
all information reasonably requested by the applicable Special Servicer and reasonably available to the applicable Master Servicer
in order to make an informed decision with respect to such Major Decision plus the time period provided to the Directing Certificateholder
or other relevant party under this Agreement and, if applicable, any additional time period permitted in the related Intercreditor
Agreement. Additionally, upon request, the applicable Special Servicer shall consult with the Risk Retention Consultation Party
on a non-binding basis (provided, that prior to the occurrence and continuance of a Consultation Termination Event, the
related Mortgage Loan must also be a Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded
Loan with respect to the Risk Retention Consultation Party and consider alternative actions recommended by the Risk Retention Consultation
Party, in respect thereof. In the event the applicable Special Servicer receives no response from the Directing Certificateholder
or the Risk Retention Consultation Party within ten (10) Business Days following its written request for input on any required
consultation, the applicable Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk
Retention Consultation Party, as applicable, on the specific matter; provided, however, that the failure of the Directing
Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the applicable Special Servicer from consulting
with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or Serviced
Whole Loan. In addition, after a Control Termination Event, the applicable Special Servicer will also be required to consult with
the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider
alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding
basis. In the event that the applicable Special Servicer receives no response from the Operating Advisor within ten (10) Business
Days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such
additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the applicable
Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however,
that the failure of the Operating Advisor to respond on any specific matters shall not relieve the applicable Special Servicer
from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or
any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the
Directing Certificateholder or the holder of the majority of the Controlling Class (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for
consulting with the Operating Advisor.


 


Subject to the terms and conditions
of this Section 6.08(a), (i) the applicable Special Servicer shall process all requests in respect of Specially Serviced Loans
and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with respect to Non-Specially
Serviced Loans, and (ii) the applicable Master Servicer shall process all requests in respect of (A) any matter that constitutes
a Master Servicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes a Major Decision with
respect to a Non-Specially Serviced Loan that such Master Servicer and such Special Servicer have mutually agreed such Master Servicer
shall process.


 


Upon receiving a request for
any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is
not a Specially


 






     -377-


     


    

 


Serviced
Loan, the applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless such Master Servicer
and such Special Servicer mutually agree that such Master Servicer shall process such request, such Special Servicer shall process
such request (including, without limitation, interfacing with the Mortgagor) and such Master Servicer will have no further obligation
with respect to such request or the Major Decision. With respect to such request, the applicable Master Servicer shall continue
to cooperate with the applicable Special Servicer by delivering any additional information in the applicable Master Servicer’s
possession to the applicable Special Servicer requested by the applicable Special Servicer relating to such Major Decision. The
applicable Master Servicer shall not be permitted to process any such Major Decision and shall not be required to interface with
the Mortgagor or provide a written recommendation and analysis with respect to any such Major Decision. Prior to the occurrence
of a Consultation Termination Event, the applicable Special Servicer shall within ten (10) Business Days forward such request
to the Directing Certificateholder together with the Special Servicer’s written recommendation and analysis. The Directing
Certificateholder shall promptly provide notice to the applicable Special Servicer of any objection the Directing Certificateholder
has to such Special Servicer’s written recommendation and analysis (provided that if such written consent has not
been received by the applicable Special Servicer within the applicable time period, then the Directing Certificateholder will
be deemed to have approved such action).


 


In addition, the applicable
Master Servicer shall provide the applicable Special Servicer with any notice that it receives relating to a default by the Mortgagor
under a Ground Lease where the collateral for the Mortgage Loan is the Ground Lease, and such Special Servicer will determine in
accordance with the Servicing Standard whether the Trust as lender should cure any Mortgagor defaults relating to Ground Leases.
Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid by the applicable Master Servicer
as a Servicing Advance.


 


With respect to (i) prior to
the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan, and
(ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a Mortgage
Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or the holder
of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information and report that it is
required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major Decision to the Risk
Retention Consultation Party, within the same time frame it is required to provide such notice, information or report to the Directing
Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Directing
Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event).


 


In addition, with respect to
any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of
the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder,
subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the applicable Special Servicer to
take,


 






     -378-


     


    

 


or
to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable
or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such
direction or objection contemplated by the preceding paragraphs of this Section 6.08(a) or this paragraph may require
or cause the applicable Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or related
Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with
respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation
the obligation of either Master Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose
the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer or either
Special Servicer, as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable, to act,
or fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer,
as the case may be, is not in the best interests of the Certificateholders.


 


In the event a Special Servicer
or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice from
the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer or such Master Servicer,
as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing
Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify
the Directing Certificateholder or the Risk Retention Consultation Party, respectively, and the Trustee and the Rating Agencies
of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by such Master Servicer or such Special Servicer in accordance with the direction of or approval of the Directing Certificateholder
or the approval of the Risk Retention Consultation Party that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of such Master Servicer
or such Special Servicer.


 


With respect to any matter for
which the consent of the Directing Certificateholder is required, to the extent no specific time period for deemed consent is expressly
stated, in the event no response from the Directing Certificateholder is received within ten (10) Business Days following written
request for consent and its receipt of all reasonably requested information on any required consent, the Directing Certificateholder
shall be deemed to have consented to or approved the specific matter; provided that the failure of the Directing Certificateholder
to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad
faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties


 






     -379-


     


    

 


owed
to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder acknowledges and
agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders of
the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of
Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RR Interest, that the
Risk Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole Loan
Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for
any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of
the certificates issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan
Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with
those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, may act solely in the


 






     -380-


     


    

 


interests
of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling
Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of
the controlling class under the related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder, with respect
to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any
director, officer, employee, agent or principal thereof for having so acted.


 


(b)           Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the
Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) and
the Risk Retention Consultation Party shall remain entitled to receive any notices, reports or information to which it is entitled
pursuant to this Agreement, and the applicable Special Servicer and any other applicable party shall consult (on a non-binding
basis) with the Directing Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party
(in each case, other than with respect to any Excluded Loan as to such party) to the extent set forth herein in connection with
any action to be taken or refrained from being taken to the extent set forth herein; and (iii) after the occurrence and during
the continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class), the Directing Certificateholder (other than a Loan-Specific
Directing Certificateholder) shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other
rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention Consultation
Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party shall remain entitled to receive any
notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable Special Servicer and any
other applicable party shall consult with the Risk Retention Consultation Party to the extent set forth herein in connection with
any action to be taken or refrained from being taken to the extent set forth herein.


 


Section 6.09       
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells
Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of
(a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either
clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed
by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable.


 






     -381-


     


    

 


[End of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer Termination
Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer, as the case may
be, any one of the following events:


 


(i)            (A) any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection
Account, or remit to the Companion Paying Agent for deposit into the Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           any failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit
is required to be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any
other required account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and
at the time specified by, the terms of this Agreement; or


 


(iii)          any failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform
in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be
filed, five (5) Business Days in the case of such Master Servicer’s or such Special Servicer’s obligations, as
the case may be, contemplated by Article XI, (B) fifteen (15) days in the case of such Master Servicer’s
failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property
insurance policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given (A) to such Master Servicer or such Special Servicer, as the case may be, by any other party hereto,
or (B) to such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party to this Agreement,
by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of
a Serviced Pari Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided,
however, if such failure is capable of being cured and such Master Servicer or such Special Servicer, as applicable, is
diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,
however, that


 






     -382-


     


    

 


such
extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)          any breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects
the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion
Loan) and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring
the same to be remedied, shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor,
the Certificate Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate
Administrator and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates
to the servicing of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder;
provided, however, that if such breach is capable of being cured and such Master Servicer or such Special Servicer,
as the case may be, is diligently pursuing such cure, such 30-day period will be extended an additional thirty (30) days;
or


 


(v)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Master Servicer
or such Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed
or unstayed for a period of sixty (60) days; or


 


(vi)          such Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially
all of its property; or


 


(vii)         such Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of
the foregoing; or


 


(viii)        DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed
one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status”
in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by DBRS within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B),


 






     -383-


     


    

 


publicly
citing servicing concerns with such Master Servicer or Special Servicer, as the case may be, as the sole or a material factor
in such rating action; or


 


(ix)           such Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting; or


 


(x)           such Master Servicer or such Special Servicer, as the case may be, is removed from S&P’s Select Servicer List
as a “U.S. Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer”, as applicable,
and is not restored to such status on such list within sixty (60) days.


 


(b)           If any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction
of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) the Directing
Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to a majority of the Voting
Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of such Master Servicer or such
Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there is a Servicer Termination
Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by notice in writing to the
Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11
and Section 6.04 and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the
proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that
the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt by the
Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power of
the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of such Master Servicer
or such Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. Such Master Servicer and such Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent
to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to
assume such Master Servicer’s or such Special Servicer’s, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer’s or such Special Servicer’s, as the case may
be,


 






     -384-


     


    

 


responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by such Master Servicer to its Collection Account or any Servicing Account (if it is the Affected Party), by
such Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the applicable
Mortgage Loans or any REO Property (provided, however, that such Master Servicer and such Special Servicer each
shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to
such Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of such Special Servicer or such Master Servicer)
or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


(c)           If a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii), (ix) or (x), such Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which such Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period such Master Servicer may continue to serve as a Master Servicer hereunder. In the event
that such Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer
to assume the duties of such Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of such
Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the General Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. The General Special Servicer appointed to replace the General Special Servicer with respect to a Serviced
Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu
Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply
with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer in accordance with this
paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable rating agencies that
such appointment or replacement will not result in the downgrade, withdrawal or qualification of then-current ratings of any class
of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 






     -385-


     


    

 


(d)           Subject to the rights of the holder of any Subordinate Companion Holder pursuant to the related Intercreditor Agreement
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, the Directing Certificateholder shall be entitled to terminate the rights
(subject to Section 3.11 and Section 6.04) and obligations of such Special Servicer under this Agreement,
with or without cause, upon ten (10) Business Days’ notice to such Special Servicer, the Master Servicers, the Certificate
Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special
servicer meeting the requirements of this Section 7.01(d); provided that, with respect to a Servicing Shift
Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d) shall not apply to the related
Loan-Specific Directing Certificateholder’s right to terminate the applicable Special Servicer’s rights and obligations
under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor
Agreement. Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded
Loan with respect to the Directing Certificateholder) shall appoint a successor special servicer to assume the duties of such Special
Servicer hereunder; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02,
(ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities,
the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of such Special Servicer shall be effective until the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect
to any related Companion Loan.


 


After the occurrence and during
the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance Certificates
evidencing not less than 25% of the Voting Rights (taking into account the application of any Allocated Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance Certificates
(other than the RR Interest) requesting a vote to replace the applicable Special Servicer with a new special servicer designated
in such written direction to assume the duties of such Special Servicer hereunder, (b) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote and which will not be additional expenses of the Trust
and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating
Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable
rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of then-current
ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly
post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, conduct the solicitation of votes of all Certificates (other than the RR Interest) in such regard, which
requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice, and
if not so received, such votes shall be null and void ab initio.


 






     -386-


     


    

 


Upon
the written direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the
Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint
the successor special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer)
designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register
to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove a Special Servicer shall not apply to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal
Period or to any Servicing Shift Whole Loan.


 


A Serviced AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the applicable
Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating
Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special
servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities of such Special Servicer under this Agreement
from and after the date it becomes a Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion
of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this
Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement
will be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been
terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder)
will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with
respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to the occurrence and continuance of
a consultation termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder;
provided, however, that any successor special servicer appointed to replace such Special Servicer with respect to
such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of
the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 






     -387-


     


    

 


Following the occurrence and
continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines
in its sole discretion exercised in good faith that the applicable Special Servicer is not performing its duties as required hereunder
or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the
Certificate Administrator, with a copy to such Special Servicer, a written report in the form of Exhibit W attached
hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from time to
time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such
regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate
Balances of such Certificates) of all Principal Balance Certificates on an aggregate basis within 180 days of posting of the Operating
Advisor’s recommendation to the Certificate Administrator’s Website, and if not so received, such votes shall be null
and void ab initio, and (ii) receipt by the Certificate Administrator following satisfaction of the foregoing
clause (i) of Rating Agency Confirmation from each Rating Agency and confirmation from the applicable rating agencies
that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of then-current ratings of
any class of any related Serviced Pari Passu Companion Loan Securities, the Trustee shall (i) terminate all of the rights
and obligations of such Special Servicer under this Agreement and appoint a successor special servicer approved by the Certificateholders
and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency
Confirmations and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer
shall be an additional expense of the Trust. In the event that the Trustee does not receive at least a majority of the requested
votes, then the Trustee shall have no obligation to remove such Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of such Special Servicer under this
Agreement and to act as such Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor
shall not be permitted to recommend the replacement of a Special Servicer with respect to an AB Whole Loan so long as the related
Serviced Companion Noteholder is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with
respect to any Servicing Shift Whole Loan.


 


No penalty or fee shall be payable
to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs of any
such termination made by


 






     -388-


     


    

 


the
Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in
Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this
Section 7.01(d) (regarding removal of a Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of a Special Servicer).


 


(e)           Each Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to such Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing
covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b)
and (c). The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)            Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
such Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then such Master Servicer may not be terminated by or at the direction of the related holder of such Serviced
Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of
such Serviced Companion Loan, such Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing
the related Serviced Whole Loan.


 


(g)           Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special
Servicer Loan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior
to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also
an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing
Certificateholder shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded
Special Servicer Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination
Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded
Special Servicer but does not so appoint within 30 days of notice of resignation, the resigning Special Servicer shall use reasonable
efforts to select the related Excluded Special Servicer. The resigning Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer so long as, on the date of the appointment, the selected Excluded Special Servicer is a Qualified Replacement
Special


 






     -389-


     


    

 


Servicer.
It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result
in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide
ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded
Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to
the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the information,
if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special
Servicer.


 


If at any time the applicable
Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an Excluded Special
Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the
related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an
Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related
Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole
Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded Special
Servicer shall perform all of the obligations of the applicable Special Servicer for the related Excluded Special Servicer Loan
and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the applicable
Special Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced
Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer of the
applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer, as the case may be, has actual
knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or the applicable Special Servicer,
as the case may be, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer, as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice
of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to that Master Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by
the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as such
Master Servicer or such Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein
and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that


 






     -390-


     


    

 


arise
thereafter placed on or for the benefit of such Master Servicer or Special Servicer, as applicable, by the terms and provisions
hereof; provided, however, that any failure to perform such duties or responsibilities caused by the terminated
party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered
a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special
servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as
Special Servicer. The Trustee in its capacity as successor to such Master Servicer or such Special Servicer, as the case may be,
shall not be liable for any of the representations and warranties of such Master Servicer or such Special Servicer, respectively,
herein or in any related document or agreement, for any acts or omissions of the predecessor master servicer or special servicer
or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee
be required to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special
servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer
shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer
would have been entitled to if such Master Servicer had continued to act hereunder, including but not limited to any income or
other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and
the Trustee as successor to such Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer
would have been entitled if such Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of
such Master Servicer or such Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and
liability as such Master Servicer or such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special
servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may,
if it shall be unwilling to act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it
is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder
(solely with respect to such Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the
majority of the Controlling Class) or the Holders of Certificates entitled to more than 50% of the Voting Rights so request in
writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to
that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of such Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master
Servicer or such Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to such
Master Servicer or such Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter,
(ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion
Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same manner


 






     -391-


     


    

 


as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) such appointment (solely with respect to such Special Servicer) has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to such
Master Servicer or such Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee
shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to such
Master Servicer or such Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated
Master Servicer or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the
predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the
case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for
such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the
Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs
and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating a Master Servicer
or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate such Master Servicer or such Special Servicer pursuant to this Agreement, the Trustee shall not have any liability
for such expenses pursuant to this paragraph.


 


Section 7.03       
Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer pursuant
to Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or
any appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)              
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate
Administrator would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii),
the


 






     -392-


     


    

 


Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii) or (viii) of
Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a
Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI)
may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights
of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair
any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the
name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters
described above as they would if any other Person held such Certificates.


 


Section 7.05       
Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder to make
any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under
Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect
to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances
pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure
has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of such Master Servicer’s
rights with respect to Advances hereunder, including, without limitation, such Master Servicer’s rights of reimbursement
and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I
Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused
by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances made by
the Trustee and a Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding
to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of such Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance hereunder.


 






     -393-


     


    

 


[End of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may
have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer
Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)           The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, a Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator
in good faith, pursuant to this Agreement.


 


(c)           No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)            Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or


 






     -394-


     


    

 


opinions
furnished to the Trustee or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)           Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless
it shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent
facts; and


 


(iii)          Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the
Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)           The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)            The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting
upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)           The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)          Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against


 






     -395-


     


    

 


the
costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator
shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory
to it against such risk or liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)          Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)           Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the
Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the
Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability
as a condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting
Holders;


 


(vi)          The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)         For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to
act unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof
or unless written notice of any event, act, failure or breach, as applicable, which is in fact


 






     -396-


     


    

 


such
a default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice
references the Certificates or this Agreement;


 


(viii)        Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer
or a Special Servicer (unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case
the Trustee shall only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the
Operating Advisor or the Asset Representations Reviewer;


 


(ix)           Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the
Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)          Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)         Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each of the Trustee and the
Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as
Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation,
as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Section 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating
Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the


 






     -397-


     


    

 


Collection
Accounts or any other account by or on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer
or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate
Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, either Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the
same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the
Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage
Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay
to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue
from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same
manner as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for
the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 


(b)           The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming the successor to the applicable Master Servicer


 






     -398-


     


    

 


or
the applicable Special Servicer, to the extent not otherwise paid hereunder, and including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the
powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which
they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information
Provider) hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the
other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator,
respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance
with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant
to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder,
or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty
of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively,
made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation
or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate
Registrar and Authenticating Agent.


 


(c)           The Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate
Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity
as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make available information
to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement.


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of either Master Servicer or either Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, either Master


 






     -399-


     


    

 


Servicer
or either Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the
Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A-”
by S&P, “A-” by Fitch and, if rated by DBRS, “A” by DBRS; provided that the Trustee will not
become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term
unsecured debt rating of no less than “BBB” by S&P, “A-” by Fitch and “A(low)” by DBRS,
(b) its short-term debt obligations have a short-term rating of not less than “A-1” from S&P and “F1”
by Fitch and “R-1(low)” by DBRS and (c) each Master Servicer maintains a long-term unsecured rating of at least
“A” by S&P, “A+” by Fitch and, if rated by DBRS, “A” by DBRS; provided that nothing
in this proviso shall impose on either Master Servicer any obligation to maintain such rating; provided, further,
that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which
may include S&P and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation and (iv) an entity that is not a Prohibited Party.


 


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, each
Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall
post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the General Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the


 






     -400-


     


    

 


resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)           If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for
a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to each Master Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such
notice of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)           The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, each
Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)           Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Further, the


 






     -401-


     


    

 


resigning
Trustee or Certificate Administrator, as the case may be, shall pay all costs and expenses associated with the transfer of its
duties.


 


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee
or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate
Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in
each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of the Trustee
or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses
incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable
for any action or omission of any successor trustee or certificate administrator.


 


(e)           Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 or in blank, and (ii) in the
case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was
not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note
to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with
any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK13 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the General Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such
endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall,
upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan
document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsements and assignments have been made or, in the event


 






     -402-


     


    

 


such
endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)            Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08       
Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable
the successor trustee to perform its obligations hereunder.


 


(b)           No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)           Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary


 






     -403-


     


    

 


notwithstanding.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and shall provide notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicers and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicers and the Trustee may consider necessary or desirable. If the Master Servicers shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


 


(b)           In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or a Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)           Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)           Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to


 






     -404-


     


    

 


do
any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall
die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.


 


(e)           The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each
Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


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


 


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


 


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


 


(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the


 






     -405-


     


    

 


Trustee,
enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of national
banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


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


 


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


 


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable Master
Servicer shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of
any change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice
of such change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely on the
information provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the
Certificate Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for notices not
sent to the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the
Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not
been provided to the Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer,


 






     -406-


     


    

 


each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)         No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or


 






     -407-


     


    

 


the
consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate
Administrator to perform its obligations hereunder.


 


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and
the Master Servicers is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, each Special Servicer and each Master Servicer, upon its respective reasonable request from time
to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, each Special Servicer and each Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


ARTICLE
IX



TERMINATION


 


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holders of the Controlling Class, the Special Servicer servicing the greater principal balance
of the Mortgage Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance
of the Mortgage Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order
of priority, of all the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund at a price
equal to (a) the sum of (1) the Termination Purchase Price Amount and (2) the reasonable out-of-pocket expenses
of the Master Servicers and the Special Servicers with respect to such termination, unless the Master Servicer or the Special Servicer,
as applicable, is the purchaser of such Mortgage Loans, minus (b) solely in the case where a Master Servicer is exercising
such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the applicable
Master Servicer in respect of such Advances in accordance


 






     -408-


     


    

 


with
Section 3.03 and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to such Master
Servicer (which items shall be deemed to have been paid or reimbursed to the applicable Master Servicer in connection with such
purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5,
Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by
the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates and
the RR Interest) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a)
an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will
be paid to the Holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product
of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed
to the Holder or Holders of then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court
of St. James’s, living on the date hereof.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple
Holders acting in unanimity) of then-outstanding Certificates (other than the Class V and Class R Certificates and the
RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its
Certificates (other than the Class V and Class R Certificates and the RR Interest) together with the payment or deemed
payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (iii) of the first paragraph of this Section 9.01 by giving written notice to all the parties hereto
no later than sixty (60) days prior to the anticipated date of exchange. In the event that the Sole Certificateholder elects
to exchange all of its Certificates (other than the Class V and Class R Certificates and the RR Interest) and pay the
Termination Purchase Amount for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final
distribution on the Certificates is to occur, shall remit for deposit in the Collection Account of the General Master Servicer
an amount in immediately available funds equal to (a) the product of the Required Credit Risk Retention Percentage and the Termination
Purchase Amount plus (b) all amounts due and owing to the Depositor, the Master Servicers, the Special Servicers, the Trustee and
the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection
Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may
be withdrawn from the Distribution Account pursuant to Section 3.05(b), but only to the extent that such amounts are
not already on deposit in the Collection Account, and (ii) be deemed to pay to the Trust (which amount shall be further deemed
distributed to the Holders of all outstanding Certificates (other than the RR Interest)) an amount equal to the product of the
Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer shall transfer all amounts required
to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance
Date related


 






     -409-


     


    

 


to
such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Accounts pursuant to
the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO
Property, the portion of the above-described purchase price allocable to such Trust’s portion of REO Property shall initially
be deposited into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender
of all its Certificates (other than the Class V and Class R Certificates and the RR Interest) on the applicable Distribution
Date, (i) the Certificate Administrator shall remit to the Holders of the RR Interest in immediately available funds an amount
equal to the product of the Required Credit Risk Retention Percentage and the Termination Purchase Amount and (ii) the Custodian
shall, upon receipt of a Request for Release from the Master Servicers, release or cause to be released to the Sole Certificateholder
or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02.
Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest
with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in respect of
such Certificates and Related Lower-Tier Regular Interests.


 


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


 


The Holder of the majority of
the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer, or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect
to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage
Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the
first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate Administrator, and the
other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however,
that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of the Class R
Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in
the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans
as set forth in the Preliminary Statement (in order to make such determination, the General Master Servicer may, at any time, request
that the NCB Master Servicer commence to periodically inform the General Master Servicer of the Stated Principal Balance of the
NCB Mortgage Loans and, commencing upon such request of the General Master Servicer, the NCB Master Servicer shall inform the


 






     -410-


     


    

 


General
Master Servicer (which may be through providing the General Master Servicer access to the NCB Master Servicer’s website)
of the Stated Principal Balance of the NCB Mortgage Loans on a monthly basis, or at an accelerated interval as requested by the
General Master Servicer of the NCB Master Servicer). This purchase shall terminate the Trust and retire then-outstanding Certificates.
In the event that a Master Servicer or a Special Servicer purchases, or the Holder of the majority of the Controlling Class or
the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the applicable Master Servicer, the applicable Special
Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as the case
may be, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution
Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
which portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable
Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling
Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of
the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund. If the Holders of the majority of the
Controlling Class, the General Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the
NCB Master Servicer (if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the
NCB Master Servicer) will have the option, by giving written notice to the other parties hereto no later than 30 days prior to
the anticipated date of purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust,
and the other party will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For purposes of this Section 9.01,
the Holder of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier
REMIC, then the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, then the other
Special Servicer, then the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, then
the other Master Servicer, and then the Holders of the Class R Certificates. For purposes of this Section 9.01,
the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of
the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination pursuant
to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion


 






     -411-


     


    

 


Noteholder
and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c) (who shall promptly post a
copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.13(c))
and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in the
event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset of the Trust) and each REO
Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Certificates so presented, (ii) to the Holders of the Excess Interest Certificates or the
RR Interest so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any remaining
amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and
the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) and
Section 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust
for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall
be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02       
Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the
Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier
REMIC and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which
meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)            the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 






     -412-


     


    

 


(ii)           during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable
Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R
Certificates, as applicable, for cash; and


 


(iii)          within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year
in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect of
the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular interests” and
the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For
purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated
as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master Servicers or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing
interests. The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and
the Trustee shall timely sign) and file or cause to be filed with the Internal Revenue Service, on behalf of each of the Lower-Tier
REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain
such number by other permissible means. The Certificate Administrator shall be responsible for the preparation of the related IRS
Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein, and is hereby
directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed to
execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(b)           The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 






     -413-


     


    

 


(c)           The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05 unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated as the “tax matters person”,
in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, and as
the “partnership representative” (within the meaning of Section 6223 of the Code, to the extent such provision is applicable
to the Trust REMICs) of each Trust REMIC. By their acceptance thereof, the Holder of the largest Percentage Interest in the
Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as its agent to perform all of the
duties of the “tax matters person” and “partnership representative” for the Trust REMICs.


 


(d)           The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare
or cause to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier
REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number
for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.


 


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


 


(f)            The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the Special Servicers
shall knowingly or intentionally


 






     -414-


     


    

 


take
any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its
control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a
tax upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse REMIC Event”)
unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Certificate Administrator determines that taking such action is in the best interest
of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator
or the Trustee) to the effect that the contemplated action will not, with respect to the Trust, any Trust REMIC created hereunder,
cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust
against such tax, result in the imposition of such a tax (not including a tax on “net income from foreclosure property”).
The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to which the Certificate Administrator
has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. The Certificate Administrator may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense
of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will
to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code.


 


(g)           In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the related
REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts as the applicable
Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the applicable Master Servicer
shall withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment of, and to actually pay,
such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator
from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement),
any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such
proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account,
the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable
contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d)
of the Code and use such income or amount, to the extent necessary, to pay


 






     -415-


     


    

 


 such prohibited transactions tax. To the extent that
any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal
Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from
future amounts otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained
amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed
for any Realized Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the
Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(b), and
(y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in
Section 4.01(a) or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any Realized
Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicers or the Special
Servicers shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence
of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence
by such party.


 


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


 


(i)            Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)            Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)           Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


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


 






     -416-


     


    

 


any
assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to indemnify the
Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)          The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02   
Use of Agents. (a) The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


 


(b)          The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   
Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a) The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives
a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.


 


(b)          The Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon
reasonable notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an


 






     -417-


     


    

 


 instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)           Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)           Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of
resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers
and the Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written
notice of termination to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator,
in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicers, the Trustee
and the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor
REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities
of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have
responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01    Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that
includes a
Serviced Companion Loan) with the provisions of Regulation AB and the related rules and


 






     -418-


     


    

 


 regulations of the Commission. The Depositor
shall not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, and any Other Securitization subject
to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced
Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other
Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary
in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or
such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to
the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02   
Succession; Subcontractors. (a) As a condition to the succession to either Master Servicer and either Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer
or succession to the Certificate Administrator under this Agreement by any Person (i) into which the applicable Master Servicer
and the applicable Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the applicable Master Servicer and the applicable Special Servicer or to any such Sub-Servicer
or Certificate Administrator, the person removing and replacing a Master Servicer and a Special Servicer or Certificate Administrator
shall provide to the Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator and each Other Depositor
(and Other Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the


 






     -419-


     


    

 


 Depositor), (x) written notice to the
Depositor, the Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in writing
and in form and substance reasonably satisfactory to the Depositor and the Other Depositor, all information relating to such successor
reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting
obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicers, the Special Servicers, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and the Other Depositor
no later than the effective date of such succession or appointment.


 


(b)           Each of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or
more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion
Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee,
Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such
Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will
be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by such Servicer
of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any such Subcontractor
engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect
to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to
any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10
and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall
not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)           Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance
of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is
a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such


 






     -420-


     


    

 


 Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that
such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes
of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor
and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial
Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act).


 


(d)           In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)           [RESERVED].


 


(f)            Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party
that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03   
Filing Obligations. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such
Forms executed by the Depositor.


 






     -421-


     


    

 


Each party hereto shall be entitled
to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or
any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)           In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 10-D, ABS-EE, 10-K or 8-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 10-D, Form ABS-EE, Form 10-K or Form 8-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable deadlines in
the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file any such Form 15, Form 12b-25 or any amendments to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments
to Form 10-D, Form ABS-EE, Form 10-K or Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate
Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 






     -422-


     


    

 


For so long as the Trust is
subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall
be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if
applicable; provided that information relating to any REO Account to be reported under “Item 9: Other Information”
on Exhibit BB shall be reported by the applicable Special Servicer to the applicable Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto
shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of
Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator
hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate
Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure
information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator
in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key”
for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the applicable
Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the applicable Special Servicer within
the time period specified in this Section 11.04) and the Collection Accounts as of the related Distribution Date and
as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve
Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable Mortgage
Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this
paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during


 






     -423-


     


    

 


the
preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past ninety (90) days.” The Depositor shall notify the Certificate
Administrator by email to cts.sec.notifications@wellsfargo.com, no later than the 5th calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the applicable Master Servicer or the
applicable Special Servicer, as the case may be, substantially in the form of Exhibit KK (A) the amount of any
such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total
debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt,
as applicable.


 


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with
a new individual’s name and phone number in writing.


 


Upon receipt of the Asset Review
Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with
Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset
Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include on the Form 10-D relating
to the reporting period in which such request was received a Special Notice including the information required to be included pursuant
to Section 5.06.


 


(b)          After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D
to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business
Days after receipt of such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval


 






     -424-


     


    

 


of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or
fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Alternatively, if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator
manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities
Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each
to be filed with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact
for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the
Certificate Administrator shall follow the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10-D
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells Fargo Securities,
LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy Stoddard,
Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28202. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related
to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.04(b). Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act
and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator
shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate
Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule
AL File and any Schedule AL Additional File received by the Certificate Administrator in both XML format and tabular form) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com
(or such other email address as is provided; provided, however, that if any such question pertains to information
included in any NCB CREFC® Schedule AL File or NCB Schedule AL Additional


 






     -425-


     


    

 


File
delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d), the General Master
Servicer shall promptly provide a copy of such question to the NCB Master Servicer (via email at BANK2018BNK13@ncb.com)
and consult with the NCB Master Servicer as to any response thereto. The General Master Servicer shall reasonably cooperate with
the Depositor to answer any reasonable questions that the Depositor may pose to such Master Servicer regarding the data or information
contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that
is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) as of the time the
Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the General Master Servicer, the NCB Master Servicer and the Depositor shall each,
to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding
any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 


Within two (2) Business
Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and
return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed
Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13(b), make available
on the Certificate Administrator’s website a final executed copy of each Form ABS-EE (together with the related CREFC®
Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023,
New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE
is contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section 11.04(c).
The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for
each reporting period: Name: A.J. Sfarra, Telephone: (212) 214-5613. The Certificate Administrator may rely without further
investigation that this information remains correct unless and until the Depositor


 






     -426-


     


    

 


provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


(d)          Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.04.


 


Section 11.05   
Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal year of the Trust (it being
understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by
the Exchange Act (the “10-K Filing Deadline”), commencing in March 2019, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)            an annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)           (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special
Servicers, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 


(B)          if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


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


 






     -427-


     


    

 


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


 


(iv)          a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described below,
be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition to clauses (i)
through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications and also (ii) by email to Form10k.Compliance@cwt.com.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2019, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and
the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and
such providing parties, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties
listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee
nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and
the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with
respect to the filing of a report on Form 10-K, if the answer to the questions


 






     -428-


     


    

 


should
be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or
filing any such report.


 


(b)          After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in
charge of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023,
New York, New York 10152, Attention: A.J. Sfarra, with a copy to: Troy Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301
South College St., Charlotte, North Carolina 28202. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized,
as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Section 11.05.
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such
failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties
to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Upon written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer,
the Certificate Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)           Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith


 






     -429-


     


    

 


pursuant
to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements
of the Exchange Act, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the
Operating Advisor and the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect
to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report) shall provide,
and (i) with respect to each Initial Sub-Servicer engaged by the applicable Master Servicer or the applicable Special Servicer,
as the case may be, that is a Servicing Function Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer
to provide, and (ii) with respect to each other Servicing Function Participant with which either Master Servicer, either
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing
relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who
signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (individually
and collectively, the “Certifying Person”), on or before March 1st of each year commencing in March 2019, a certification
substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or
Z-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person, the entity for which
such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely; provided
that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable Master Servicer,
the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered
into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance
Certification provided by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information
that would have been provided by such Servicing Function Participant. In addition, in the event that any Companion Loan (other
than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs
the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate
certification in form and substance similar to applicable Performance Certification (which shall address the matters contained
in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the
entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and
Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization
for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute
a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting
Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09,
if applicable, (ii) annual


 






     -430-


     


    

 


report
on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to each affected Certifying Person pursuant
to this Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and
Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided
to such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer
or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting
Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with
respect to completeness of information and reports, to certify anything other than that all fields of information called for in
written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding anything to
the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives
the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the
Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent
such reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format


 






     -431-


     


    

 


agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee
and the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later
than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at c/o Wells
Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra, with a copy
to: Troy Stoddard, Esq., Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28202. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The Master Servicers, the Special
Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable Master Servicer and the applicable
Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by such Master Servicer or such Special Servicer, as applicable, use


 






     -432-


     


    

 


commercially
reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement)
cause such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than
noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such party
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


 


Notwithstanding anything to
the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K
Disclosure Information.


 


Any notice and/or information
furnished or required to be furnished pursuant to this Section 11.07 shall also be provided to each Other Depositor
and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced Companion Loan or a
party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set
forth in this Section 11.07.


 


For so long as the Trust is
subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported
on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate
Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission
to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to
Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04, Section 11.05
and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice
to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume its
Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D, ABS-EE, 10-K and
8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the applicable Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that
the Trustee


 






     -433-


     


    

 


shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such
party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March
2019, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying
Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in
the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout
such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer
that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect
to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make
a copy of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information
Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which
the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any
of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing
or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as a Master Servicer, a Special Servicer, the Trustee,
the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicers, Special Servicers or Additional Servicer shall be required to cause the delivery of any such statement


 






     -434-


     


    

 


until
April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust
or the trust for any Other Securitization for the preceding calendar year.


 


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


 


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


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year,
commencing in March 2019, the Master Servicers, the Special Servicers (regardless of whether either Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to deliver
an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor,
the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i) with
respect to each Initial Sub-Servicer engaged by a Master Servicer, a Special Servicer, the Trustee, the Operating Advisor, the
Custodian, or the Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish)
to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating Advisor), and the
17g-5 Information Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting
Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance
with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant
Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by


 






     -435-


     


    

 


the
Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance
of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and
(D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as
Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor,
the Certificate Administrator and the Reporting Servicer.


 


Each such report shall be addressed
to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicers, the Special
Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)           The Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby
acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with
respect to such party and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating
Advisor or Certificate Administrator has entered into a servicing relationship.


 


(c)           No later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either
Special Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each
Additional Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect
to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor
and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an
updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such


 






     -436-


     


    

 


Servicing
Function Participant. When the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the Operating
Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicers, the Special Servicers, the Trustee,
the Certificate Administrator and the Operating Advisor, as applicable, will also at such time include the assessment (and related
attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


 


In the event the Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide (and each of the applicable Master Servicer and the applicable Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicers, the Special Servicers, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)           The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)           Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished
pursuant to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator
(to the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for
a Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 2019, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicers, Special Servicers,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to


 






     -437-


     


    

 


the
Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the
applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate
Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and,
prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but
not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable
to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such
an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable
efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly after receipt of such
report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor,
the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the applicable Master Servicer’s, the
applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing
or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation
report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of
Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding
fiscal year.


 






     -438-


     


    

 


Any notice, report, assessment
of compliance, statement, certificate and/or information furnished or required to be furnished pursuant to this Section 11.11
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12   
Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification
Party from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by such Master Servicer,
such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of such Master Servicer, such Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient
Exchange Act Deliverable by, or on behalf of, such party.


 


The Master Servicers, the Special
Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any
other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part
in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of the Master
Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such
Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances
of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act,
the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 






     -439-


     


    

 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or
any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting
Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff
for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected
Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution
with the Commission or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function
Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall receive copies of all material communications
pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that
(i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its
progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission
or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or
any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and
expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other
than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above)
and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicers, the Special Servicers, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in


 






     -440-


     


    

 


each
case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11
(or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the Trustee,
the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged by such
Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage
Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of either Master Servicer, either Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating
Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Section 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
For the avoidance of doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to
Section 13.01(k).


 






     -441-


     


    

 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicers,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com
and Form10K.compliance@cwt.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of
the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect
to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee
of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller
(or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply
with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage
Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4),
(c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, either Master Servicer and either Special Servicer understands that such information may be included
in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (b) negotiate in good faith
an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved
in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific
aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information
pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), the applicable Master Servicer (where such information pertains to the applicable
Master Servicer individually and not to any specific aspect of the applicable Master Servicer’s duties or obligations under
this Agreement) or the applicable Special Servicer (where such information pertains to the applicable Special Servicer individually
and not to any specific aspect of the applicable Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a)
and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent
the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that are substantially similar to
those delivered with respect to the offering material for this securitization by the applicable Master Servicer, the applicable
Special Servicer, Trustee or Certificate Administrator, as the case may be, or their respective counsel, in connection with the
information concerning such party in the offering


 






     -442-


     


    

 


material
related to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided
by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as the case
may be, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and
materially similar to the information provided by such party with respect to the offering materials related to this transaction,
subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB or
changes in factual circumstances, such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification
agreement executed by the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer
in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification
agreement executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise
set forth above and/or elsewhere in Article XI that the Mortgage Loan Seller (or permitted transferee) shall have
(a) provided reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights
hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 


(b)           Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and each of the
applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided that (a) such
party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party
is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator,
master servicer and special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form
ABS-EE, Form 8-K and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January 30
of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15
Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator
and master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period
is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating
to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and
master servicer of the Regulation AB Companion Loan Securitization to timely comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall
consult with the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer (and
the applicable Master Servicer shall consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan),
and the Trustee, the Certificate Administrator, such Master Servicer and such Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D reports in the documentation for such Regulation
AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee,


 






     -443-


     


    

 


the
Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)           Each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicers and the Special Servicers shall,
and each of the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause
any Servicing Function Participant appointed thereby with respect to a Serviced Securitized Companion Loan to (provided
that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such
party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion
Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), provide the depositor, trustee or
certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the
first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required
to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business Days after
the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, either Master Servicer or either Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(c).


 


(d)           On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and
the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing
Function Participant appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party
has received notice of the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also
a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization
closed prior to the Closing Date, as reflected on Exhibit S), provide, with respect to itself, to the depositor, trustee
or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization, to the extent required
pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required


 






     -444-


     


    

 


pursuant
to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of
Regulation AB. Notwithstanding the foregoing, to the extent the applicable Master Servicer or the applicable Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such
party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)           On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file
an annual report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related
trust was filed), each of the Trustee, the Certificate Administrator, the applicable Master Servicers and the applicable Special
Servicers shall, and the applicable Master Servicer and the applicable Special Servicer shall use commercially reasonable efforts
to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required
pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the depositor, trustee or certificate administrator
under such Regulation AB Companion Loan Securitization (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling
and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date,
as reflected on Exhibit S), under such Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding
the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)           Each of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall
use commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify
(such indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or
permitted transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion
Loan Securitization harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s),
trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement related
to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the applicable
Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements and


 






     -445-


     


    

 


certificates
with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the applicable Master Servicer or the applicable Special Servicer pursuant to this Section 11.15,
even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, no later than two Business Days prior to the date on which the applicable
Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable information, reports,
statements or certificates pursuant to this Section 11.15.


 


(g)          With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other
Depositor has notified the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with
respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer
or the applicable Special Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first
calendar quarter in which such notice from the Other Depositor was received, or the updated financial statements of such “significant
obligor” for any calendar year, beginning for the calendar year in which such notice from the Other Depositor was received,
as applicable, the applicable Master Servicer the applicable Special Servicer shall deliver to the Other Depositor, on or prior
to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven
(7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial
statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the
financial statements of such “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as calculated by the applicable Master Servicer (or by the applicable Special Servicer
and provided to the applicable Master Servicer solely in the case of any related Specially Serviced Loan or the applicable Special
Servicer with respect to any Serviced REO Property and provided by the applicable Special Servicer to the applicable Master Servicer)
in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12)
Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as reported
by the related Mortgagor in such financial statements (or as reported by the related Mortgagor to the applicable Special Servicer
and provided by the applicable Special Servicer to the applicable Master Servicer solely in the case of any related Specially Serviced
Loan or as reported by the applicable Special Servicer with respect to Serviced REO Property and provided by the applicable Special
Servicer to the applicable Master Servicer).


 


If the applicable Master Servicer
or the applicable Special Servicer does not receive such financial information satisfactory to comply with Item 6 of Form 10-D
or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10)


 






     -446-


     


    

 


Business
Days after the date such financial information is required to be delivered under the related Mortgage Loan documents, the applicable
Master Servicer or the applicable Special Servicer shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered
into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant
obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial information.
The applicable Master Servicer (in the case of Non-Specially Serviced Loans) or the applicable Special Servicer (in the case of
Specially Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing
reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to
be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The applicable Master Servicer
(with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written
evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D
or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization; provided, however, the applicable Special Servicer shall provide such Officer’s
Certificate to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s Certificate
to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s Certificate
should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and
Servicing Agreement.


 


(h)          If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange
Act, then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization
shall remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the
Exchange Act.


 


Section 11.16   
Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicers nor the Special Servicers shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the


 






     -447-


     


    

 


delivery
requirements of this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer
Termination Event. Neither the Master Servicer nor the Special Servicers shall be subject to a Servicer Termination Event pursuant
to clause (iii) of the definition thereof prior to the expiration of the grace period applicable to such party’s obligations
under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance
under this Agreement, for failing to deliver any item required under this Article XI by the time required hereunder
with respect to any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file
Exchange Act reports.


 


[End of Article XI]


 


ARTICLE
XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   
Asset Review.


 


(a)           On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the
CREFC® Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate
Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred,
the Certificate Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any
notice required to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate
Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the applicable
Master Servicer or the applicable Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit SS
within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If Certificateholders (other
than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate
Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger,
a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the
Certificate Administrator shall promptly provide written notice thereof to all


 






     -448-


     


    

 


Certificateholders
(with a copy to the Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10
to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing
at least (i) a majority of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within
one-hundred fifty (150) days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters,
the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders
(the “Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall
request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form
attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted
electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator
shall promptly (and in any case within two (2) Business Days after such receipt) grant the Asset Representations Reviewer
access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following
the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and
the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional
Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has
occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received
any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in
this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the applicable Collection Account. The Certificate Administrator shall
be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) below), the
applicable Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced Loans for which
it acts as Master Servicer) and the applicable Special Servicer (with respect to clauses (6) and (7) below for
Specially Serviced Loans) shall promptly, but in no event later than ten (10) Business Days, provide the following materials
in electronic format to the extent in their possession to the Asset Representations Reviewer (collectively, with the Diligence
Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus,
a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)           a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


 


(2)           a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in
favor of the


 






     -449-


     


    

 


Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)           copies of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to
each Delinquent Loan that is subject to an Asset Review;


 


(5)           a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review;


 


(6)           a copy of any notice previously delivered by the applicable Master Servicer or applicable Special Servicer, as applicable,
of any alleged defect or breach with respect to any Delinquent Loan; and


 


(7)           a copy of any other related documents that were entered into or delivered in connection with the origination of the related
Mortgage Loan that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset
Review and that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)           In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines
it is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in
connection with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than
ten (10) Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing
document(s), and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly,
but in no event later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer,
deliver to the Asset Representations Reviewer such missing document(s) to the extent in its possession; provided that any
such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice
address for the related party set forth in Section 13.05 of this Agreement. In the event any missing documents are
not provided by the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10)
Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided
that the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to deliver such missing
document only to the extent such document is in the possession of such party but in any event excluding any documents that contain


 






     -450-


     


    

 


information
that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(iii)          The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to
it by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)          Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect
to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit QQ
(each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and
only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset
Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of,
or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become
a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent
to the occurrence of such new Asset Review Trigger.


 


(v)           No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


 


(vi)          The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (ii) conclusively rely on such Review Materials.


 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six
(56) days after the date on which access to the Secure Data Room is provided, subject to the last sentence of this paragraph.
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing documentation is


 






     -451-


     


    

 


not
delivered to the Asset Representations Reviewer by the applicable Master Servicer (with respect to Non-Specially Serviced Loans),
the applicable Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the applicable Master
Servicer or applicable Special Servicer, as applicable, or from the related Mortgage Loan Seller within ten (10) Business
Days following the request by the Asset Representations Reviewer to the applicable Master Servicer, the applicable Special Servicer
or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations
Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer
has so concluded) that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer
shall provide such preliminary report to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the
applicable Special Servicer (with respect to Specially Serviced Loans), and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the
failure. Any documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty
has not failed a Test or that any missing information or documents in the Review Materials are not required to complete a Test
shall be sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations
Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that
there is no Test failure with respect to the related Mortgage Loan.


 


(viii)        The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data
Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days
after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent
Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset
Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an
“Asset Review Report”) to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent
Loan and the Directing Certificateholder and (ii) a summary of the Asset Representations Reviewer’s conclusions included
in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee, the Special Servicer and the
Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended
by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable Mortgage
Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time
is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event
may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust
should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in


 






     -452-


     


    

 


each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)          In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested
from the applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect
to Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer
to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent
Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from
any party to this Agreement or otherwise.


 


(x)           Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage
Loan. If the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations
of the applicable Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)           The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to
this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective
Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or


 






     -453-


     


    

 


arrangements
or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms
and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset
Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)           The Depositor shall pay the Asset Representations Reviewer a fee of $10,000 (the “Asset Representations Reviewer
Upfront Fee”) on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations
Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received
in respect of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00025% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


 


(b)           As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and each
Mortgage Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject
Loans”), upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations
Reviewer shall be paid a fee equal to (a) in the case of a Delinquent Loan that is not an NCB Co-op Mortgage Loan, the sum
of (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance
less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off
Date Balance greater than or equal to $20,000,000, but less than $40,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged
Property with respect to a Delinquent loan with a Cut-off Date Balance greater than or equal to $40,000,000, and (b) in the case
of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset Representations Reviewer Asset
Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid
by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay
such amount. Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an
obligation of the related Mortgage Loan Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller
to recover any such amounts to the extent paid by the Trust.


 






     -454-


     


    

 



(c)              
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or
substituted by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any
court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each party hereto and each Rating Agency
in connection with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)              
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)               
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the


 



    -455- 


     


    

 


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


 


(ii)              
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date
written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party
to this Agreement;


 


(iii)             
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to
be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)              
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)             
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of Holders of


 



    -456- 


     


    

 


Certificates evidencing at least 25% of the Voting Rights (without regard to the application of any Allocated Cumulative
Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this
Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued
and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)              
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Allocated Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the
Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations
Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its
internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register
and to the Asset Representations Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder
Quorum (without regard to the application of any Allocated Cumulative Appraisal Reduction Amounts), the Trustee shall terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the Certificates evidencing at least 75% of the Voting Rights (without regard to the application of
any Allocated Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint
a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer
of responsibilities from its predecessor.


 


(c)              
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee


 



    -457- 


     


    

 


shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor, the
Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicers, the
Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


[End of Article XII]


 


ARTICLE
XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any
of the Certificateholders or the Companion Holders:


 


(i)                
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 






    -458- 


     


    




 


(ii)              
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)             
to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


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


 


(v)              
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)             
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder
(including, for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 






    -459- 


     


    

 


 


(vii)             to amend or supplement any provision hereof to the extent necessary to maintain then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) not consenting to
such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)            to modify the provisions of Section 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicers, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan with
respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial mortgage-backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does
not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)               to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall post
such notice to the Certificate Administrator’s Website;


 


(x)               
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 






    -460- 


     


    

 


 


(xi)              
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or
rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, or (B) may materially
and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)              
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)               
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)               
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such
amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders
of all Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)             
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)             
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)              
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may


 



    -461- 


     


    

 


be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(c)              
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust
REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision specifically
required to be included in this Agreement by an Intercreditor Agreement- related to a Companion Loan without in each case the consent
of the holder of the related Companion Loan(s).


 


(d)              
No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of
the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall
post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder, the
Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Mortgagors,
the Underwriters and the Rating Agencies.


 


(e)               
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)              
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)              
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c)
and the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if
either Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of
the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 13.01(a) or Section 13.01(c) shall be payable out of the Collection Accounts.


 






    -462- 


     


    

 


 


(h)              
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)                
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable
Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)               
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)              
This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.


 


(b)              
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.





 






    -463- 


     


    




 


(c)              
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)              
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)              
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan,
or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default,
and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf
of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing
not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee,
for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






    -464- 


     


    




 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given when delivered to (or, in the case of facsimile notice, when received):


 


In the case of the Depositor:



Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra

CRRCompliance@wellsfargo.com


 


with a copy to:



Troy Stoddard, Esq.


 






    -465- 


     


    

 


Wells Fargo Law Department, D1053-300

301 South College St.

Charlotte, North Carolina 28202


 


In the case of the General Master
Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033


 


In the case of the NCB Master
Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop


 






    -466- 


     


    




 


In the case of the General Special
Servicer:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com


 


In the case of the NCB Special
Servicer:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop


 


In the case of the Directing
Certificateholder:



Torchlight Investors, LLC

475 Fifth Avenue 

New York, New York  10017

Attention: Sam Chang

BANK 2018-BNK13

Email:  schang@torchlightinvestors.com



with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com


 






    -467- 


     


    




 


In the case of the Risk Retention
Consultation Party:



c/o Wells Fargo Securities, LLC

10 S. Wacker Drive, 32nd Floor, N8405-320

Chicago, Illinois 60606

Attention: Brigid Mattingly

Email: Brigid.mattingly@wellsfargo.com


 


with a copy to:



Troy Stoddard, Esq.

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28202


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2018-BNK13


 


with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BANK 2018-BNK13


 


with a copy to cmbscustody@wellsfargo.com


 






    -468- 


     


    




 


in the case of a surrender, transfer
or exchange other than with respect to the RR Interest:


 


Wells Fargo Bank, National Association 


600 South 4th Street 


7th Floor, MAC 9300-070 


Minneapolis, Minnesota 55479 


Attention: CTS - Certificate Transfer
Services – BANK 2018-BNK13


 


in the case of the release or transfer
of the RR Interest:


 


Wells Fargo Bank, National Association 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attention: Risk Retention Custody
– BANK 2018-BNK13 


with a copy to: riskretentioncustody@wellsfargo.com


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2018-BNK13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with BANK 2018-BNK13 in the subject line



with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 


In the case of the Mortgage Loan
Sellers:


 


		1.	Wells Fargo Bank, National Association

301 South College St.

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 






    -469- 


     


    




 


with a copy to:



Troy Stoddard, Esq., Senior Counsel

Wells Fargo Law Department, D1053 300

301 South College St.

Charlotte, North Carolina 28202


 


and a copy to:



Jacqueline M. Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com 


 


		2.	Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@baml.com



with copies to:



Todd Stillerman

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Email: todd.stillerman@bankofamerica.com



and



Katten Muchin Rosenman LLP

550 S. Tryon St., Suite 2900

Charlotte, North Carolina 28202

Attention: Joshua J. Yablonski, Esq.

Facsimile: (704) 444-2050







 






    -470- 


     


    




 


		3.	Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane Lam



with copies to:



Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division



and



cmbs_notices@morganstanley.com



 


		4.	National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop



with a copy to:



National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number (703) 647-3479

Email: kmann@ncb.coop



 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


In the case of any Companion
Loan Holder:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 






    -471- 


     


    




 


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer,
as the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as
may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider
in accordance with the procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information
Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver
such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation
of the rating by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492


 


Email: cmbs.surveillance@dbrs.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor


 



    -472- 


     


    

 


intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to
the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed,
as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the
initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary
of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. This Section 13.07 shall constitute notice to the Certificate
Administrator and the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting Party
(with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.


 


(b)              
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)              
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor,
Non-Serviced Paying Agent and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary
to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor
Agreement.


 


(d)              
Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 






    -473- 


     


    




 


Section 13.10   
Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)               
any material change or amendment to this Agreement;


 


(ii)              
the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)             
the resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer
or either Special Servicer; and


 


(iv)             
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)              
The Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)               
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)              
any change in the location of the Collection Accounts;


 


(iii)             
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)             
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)              
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)             
any material damage to any Mortgaged Property;


 


(vii)            
any assumption with respect to a Mortgage Loan; and


 


(viii)           
any release or substitution of any Mortgaged Property.


 


(c)              
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 






    -474- 


     


    




 


(d)              
The Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special
Servicers, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
either Master Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with
respect to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require
a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify such
Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable Master
Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to send such information, report,
notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any
Business Day, to the 17g-5 Information Provider.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    -475- 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written. 





	 	 	 
	 	WELLS
    FARGO COMMERCIAL
 MORTGAGE
    SECURITIES, INC.,
 Depositor
	 	 	 
	 	By:	/s/ Anthony J. Sfarra 
	 	 	Name:  Anthony J. Sfarra
	 	 	Title:    President
	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	General Master Servicer
	 	 	 
	 	By:	/s/ MaryKate Walker 
	 	 	Name:  MaryKate Walker
	 	 	Title:    Vice President
	 	 	 
	 	 	NATIONAL COOPERATIVE BANK, N.A.,
	 	 	NCB Master Servicer
	 	 	 
	 	By:	/s/ Karyn Mann 
	 	 	Name:  Karyn Mann
	 	 	Title:    Senior Vice
    President 
	 	 	 
	 	 	TORCHLIGHT LOAN SERVICES,
    LLC,
	 	 	General Special Servicer
	 	 	 
	 	By:	/s/ William A. Clarkson 
	 	 	Name:  William A. Clarkson
	 	 	Title:     Authorized Signatory


 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 






     


     


    

  


	 	NATIONAL
    COOPERATIVE BANK, N.A.,
	 	NCB Special Servicer
	 	 	 
	 	By:	/s/ Karyn Mann 
	 	 	Name: Karyn Mann
	 	 	Title:   Senior Vice
    President 
	 	 	 
	 	 	Wells Fargo Bank,
    National AssociatioN,
	 	 	not in its individual capacity, but solely as
    Certificate Administrator
	 	 	 
	 	By:	/s/ Anna M. Lopez 
	 	 	Name:  Anna M. Lopez
	 	 	Title:    Vice President
	 	 	 
	 	 	Wilmington Trust,
    National AssociatioN,
	 	 	not in its individual capacity, but solely as
    Trustee
	 	 	 
	 	By:	/s/ Beverly D. Capers 
	 	 	Name:  Beverly D. Capers
	 	 	Title:    Assistant Vice President
	 	 	 
	 	 	PENTALPHA SURVEILLANCE
    LLC,
	 	 	Operating Advisor and Asset Representations
    Reviewer
	 	 	 
	 	By:	/s/ James Callahan 
	 	 	Name:  James Callahan
	 	 	Title:    Executive Director
and Solely as an Authorized
	 	 	             Signatory for Pentalpha Surveillance LLC







 


BANK
2018-BANK 13 – Pooling and Servicing Agreement


 







     


     


    

  








	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 








 


On the  1 day
of August, 1, before me, a notary public in and for said State, personally appeared Anthony Sfarra known to me to be
a Managing Director of Wells Fargo Commercial Mortgage Securities, Inc., that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and acknowledged to me that such Anthony
Sfarra executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. 


 



	 	/s/
    Lilian Calcaterra
	 	 Notary
    Public
	[SEAL]	
	 	 
	My
    commission expires:	 
	9/10/2018	 
	 	 
	 	 
	LILIAN
    CALCATERRA	 
	NOTARY
    PUBLIC, State of New York	 
	No.
    01CA4971671	 
	Cert.
    Filed in New York County	 
	Commission
    Expires Sept. 10, 2018	 





 


BANK
2018-BANK 13 – Pooling and Servicing Agreement


 




     


     


    

 








	STATE OF NORTH CAROLINA 	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG 	)	 





 


 


On the 24 day
of July, 2018, before me, a notary public in and for said State, personally appeared MaryKate Walker known to me to be a
Vice President of Wells Fargo Bank, National Association, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such national banking association executed the within
instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Erica L Smith
	 	Notary
    Public
	 	 
	[SEAL]	ERICA
    L SMITH
	 	 MECKLENBURG
    COUNTY, NC
	My
    commission expires:	 NOTARY
    PUBLIC
	 	My
    Commission Expires
	 	07-20-2022








 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 




     


     


    

 








	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON 	)	 





 


On the 24 day
of July, 2018, before me, a notary public in and for said State, personally appeared K Mann known to me to be a SVP of
National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such HAS executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	Christiane
    Weber Hirt	 
	NOTARY
    PUBLIC	/s/
    Christiane Weber Hirt
	Commonwealth
    of Virginia	Notary
    Public
	Reg.
    #7095550	 
	 Commission
    Exp. 3/31/2019	
	 	 
	[SEAL]	
	 	 
	My
    commission expires:	 
	 	 


 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 







     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 





 


On the 25 day of
July, 2018, before me, a notary public in and for said State, personally appeared William Clarkson known to me to be
an Authorized Signatory of Torchlight Loan Services, LLC, that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company, and acknowledged to me that such authorized signatory
executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Laura Benmoussa
	 	Notary
    Public
	 	 
	[SEAL]	LAURA
    BENMOUSSA
	 	NOTARY
    PUBLIC, STATE OF NEW YORK
	 	Registration
    No. 01BE6299014
	 	Qualified
    In Kings County
	 	 COMMISSION
    EXPIRES 3-17-2022
	My
    commission expires:	 
	3/17/2022	 











 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 




     


     


    


 








	STATE OF VA	)	 
	 	)	ss.:
	COUNTY OF ARLINGTON 	)	 





 


On the 24 day
of July, 2018, before me, a notary public in and for said State, personally appeared K Mann known to me to be a SVP of
National Cooperative Bank, N.A., and also known to me to be the person who executed it on behalf of such national
banking association, and acknowledged to me that such HAS executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	Christiane
    Weber Hirt	 
	NOTARY
    PUBLIC	/s/
    Christiane Weber Hirt
	Commonwealth
    of Virginia	Notary
    Public
	Reg.
    #7095550	 
	 Commission
    Exp. 3/31/2019	
	 	 
	[SEAL]	
	 	 
	My
    commission expires:	 
	 	 


 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 







     


     


    





	STATE OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 





 


On the 24th day of
July, 2018, before me, a notary public in and for said State, personally appeared Anna M. Lopez known to me to be a Vice
President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be
the person who executed it on behalf of such national banking association, and acknowledged to me that such executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Andrew Crews
	 	Notary
    Public
	 	 
	 	ANDREW
    CREWS
	 	 CECIL
    COUNTY, MD
	 	 NOTARY
    PUBLIC
	 	MY
    COMMISSION EXPIRES
	 	OCTOBER
    27, 2021






BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 




     


     


    

  





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE 	)	 





 


On the 24th
day of July, 2018, before me, a notary public in and for said State, personally appeared Beverly D. Capers known to me to
be an Assistant Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national
banking association executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	EDGAR
    PEREZ	/s/
    Edgar Perez
	 STATE
    OF DELAWARE	Notary
    Public
	 NOTARY
    PUBLIC	 
	MY
    COMMISSION EXPIRES	 
	08-05-2020	 
	 	 
	 	 
	 	 
	My
    commission expires:	 
	 	 








 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 




     


     


    

 





	STATE OF CONNECTICUT 	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


 


On the  1st day of
August, 2018, before me, a notary public in and for said State, personally appeared James Callahan known to me to be
an Executive Director of Pentalpha Surveillance LLC, a limited liability company, that executed the within instrument, and
also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me
that such Executive Director executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Melonie S. Williams
	 	Notary
    Public
	 	 
	[SEAL]	
	 	 
	My
    commission expires: 7/31/2019	 
	 	 
	MELONIE
    S. WILLIAMS	 
	Notary
    Public	 
	Connecticut	 
	My
    Commission Expires July 31, 2019	 
	 	 





 


BANK 2018-BANK 13 –
Pooling and Servicing Agreement


 








    	 	 	 



     


    

  


EXHIBIT A-1



FORM OF CLASS [__]CERTIFICATE


 


BANK 2018-BNK13


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2018-BNK13, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[FOR BOOK-ENTRY CERTIFICATES: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE


 





 



1       Temporary Regulation S Book-Entry Certificate legend.


 


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


 



    A-1-1 


     


    

 


LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH
BELOW.]


 


[FOR PRIVATELY OFFERED CERTIFICATES
(CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-3, A-SB, A-4, A-5, X-A, X-B, A-S, B AND C): THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 





 



3       Book-Entry Certificate legend.


 



    A-1-2 


     


    

 


[FOR CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO
ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT
OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR REGULAR CERTIFICATES: THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR PRINCIPAL BALANCE CERTIFICATES:
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 



    A-1-3 


     


    

 


[FOR CLASS X CERTIFICATES: THIS [CLASS
X-A][CLASS X-B][CLASS X-D][CLASS X-E][CLASS X-F][CLASS X-G] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS
OF PRINCIPAL.]


 


[FOR CLASS X-A CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-SB CLASS A-4 AND CLASS A-5 CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-B CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S,
CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-D CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS E CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS F CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[FOR CLASS X-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS G CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 



    A-1-4 


     


    

 


[FOR CLASS X CERTIFICATES: THE NOTIONAL
AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D][X-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES
OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 



    A-1-5 


     


    

 





	
        PASS-THROUGH
        RATE: [[____]% per annum] [FOR CLASS [X-A, X-B, X-D]]: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[ ]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 2, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        SEPTEMBER 17, 2018

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 

        AS OF THE CLOSING DATE: 

        $[_________]

         
	
        GENERAL
        MASTER SERVICER:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

         

        TORCHLIGHT LOAN SERVICES, LLC

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

         

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

         

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER:

         

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:
        [                   ]

         

        ISIN NO.:
        [                   ]

         


CERTIFICATE
        NO.: [_] - ______

         






 



    A-1-6 


     


    

 


CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of August 1,
2018 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial [Certificate Balance][Notional Amount] of the Class [__] Certificates. The Certificates are designated
as the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 



    A-1-7 


     


    

 


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


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2,
A-3, A-SB, A-4, A-5, A-S, B, C, D, E, F AND G): principal and] interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
[FOR CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B, C, D, X-A AND X-B CERTIFICATES: Holders of this Certificate may be entitled to
Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.] All sums distributable on
this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount]
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B, C, D, E, F AND G): Principal and interest] allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master


 



    A-1-8 


     


    

 


Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 



    A-1-9 


     


    

 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $[FOR CLASS A-1, A-2, A-3, A-SB, A-4, A-5, A-S, B AND C: 10,000][FOR CLASS D, E, F AND G CERTIFICATES:
100,000][FOR CLASS X CERTIFICATES: 1,000,000 initial Notional Amount], and in integral multiples of $1 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of
such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 



    A-1-10 


     


    

 


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


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion Loan
not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting
such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment
or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR


 



    A-1-11 


     


    

 


Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial
mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including,
for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling


 



    A-1-12 


     


    

 


and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing


 



    A-1-13 


     


    

 


Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 



    A-1-14 


     


    

 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-1-15 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August
                                         2, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [_] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-1-16 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-17 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-18 


     


    

 


EXHIBIT A-2



FORM OF CLASS R CERTIFICATE


 


BANK 2018-BNK13


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2018-BNK13, CLASS R


 


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


 


[THE HOLDER OF THIS CERTIFICATE BY
ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 



    A-2-1 


     


    

 


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


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE


 



    A-2-2 


     


    

 


FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.]


 



    A-2-3 


     


    

 





	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 2, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        SEPTEMBER 17, 2018

         

        CLASS R
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
        MASTER SERVICER:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

         

        TORCHLIGHT LOAN SERVICES, LLC

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

         

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

         

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER:

         

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:
        [                 ]

         

        ISIN NO.:
        [                 ]

         

        CERTIFICATE
        NO.: R-____

         






 



    A-2-4 


     


    

 


CLASS R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer,
the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the BANK 2018-BNK13,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1)


 



    A-2-5 


     


    

 


and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates
shall be the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6237(a)(7)-1 and the “partnership representative” within the meaning of Section 6223 of the Code (to the extent
such provision is applicable to such Trust REMIC) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person” and/or
“partnership representative” for each Trust REMIC.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and
to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to the
Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall
be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 



    A-2-6 


     


    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization
or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of
Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee


 



    A-2-7 


     


    

 


Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed
Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no
Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding
or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective
Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer
its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the
form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among
other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit
are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 



    A-2-8 


     


    

 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the
avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


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


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating


 



    A-2-9 


     


    

 


agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial
mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply


 



    A-2-10 


     


    

 


with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the


 



    A-2-11 


     


    

 


Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to


 



    A-2-12 


     


    

 


Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-2-13 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August
                                         2, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-2-14 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-15 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-16 


     


    

 


EXHIBIT A-3



FORM OF CLASS V CERTIFICATE


 


BANK 2018-BNK13


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2018-BNK13, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975


 



    A-3-1 


     


    

 


OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 



    A-3-2 


     


    

 





	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF AUGUST 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: AUGUST 2, 2018

         

        FIRST DISTRIBUTION
        DATE: 

        SEPTEMBER 17, 2018

         

        CLASS V
        PERCENTAGE INTEREST: [100%]

         
	
        GENERAL
        MASTER SERVICER:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

         

        TORCHLIGHT LOAN SERVICES, LLC

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

         

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

         

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS
        REVIEWER:

         

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.:
        [              ]

         

        ISIN NO.:
        [              ]

         


CERTIFICATE
        NO.: V-____

         






 



    A-3-3 


     


    

 


CLASS V CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer,
the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to
the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class V Certificates. The Certificates are designated as the BANK 2018-BNK13,
Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 and are issued in the classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution


 



    A-3-4 


     


    

 


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


 


Pursuant to the terms
of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, the portion of Excess Interest actually collected on the Mortgage Loans allocated to
such Certificate, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders
of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account)
or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds
in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-


 



    A-3-5 


     


    

 


tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 5% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 



    A-3-6 


     


    

 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including, for the
avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


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


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Companion
Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the


 



    A-3-7 


     


    

 


Rating Agencies with respect to such
amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial
mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holder of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any
Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5


 



    A-3-8 


     


    

 


Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such


 



    A-3-9 


     


    

 


Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 



    A-3-10 


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class V and Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V and Class R Certificates
and the RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-3-11 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August
                                         2, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-3-12 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-13 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-14 


     


    

 


EXHIBIT A-4


 


FORM OF RR INTEREST


 


RR INTEREST


 


BANK 2018-BNK13


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2018-BNK13, RR INTEREST


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4


 


[FOR BOOK-ENTRY CERTIFICATES AND SOLELY
FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]5


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED


 


 



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


 


5       Book-Entry Certificate legend.


 



    A-4-1 


     


    

 


BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF


 



    A-4-2 


     


    

 


OF
ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF
A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 



    A-4-3 


     


    

 





	
        PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS
        OF AUGUST 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING
        AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE: AUGUST 2, 2018

         

        FIRST DISTRIBUTION DATE:

        SEPTEMBER 17, 2018

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[47,209,497.67]

         
	
        GENERAL
        MASTER SERVICER:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

         

        TORCHLIGHT LOAN SERVICES, LLC

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER:
        NATIONAL COOPERATIVE BANK, N.A.

         

        TRUSTEE:

         

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

         

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

         

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: 

         

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP NO.: [_____]

         

        CERTIFICATE NO.: RR-[_]

         

	 	 





 



    A-4-4 


     


    

 


RR INTEREST


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the REO Accounts, formed and sold by


 


WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
AND SOLELY FOLLOWING THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [WELLS FARGO BANK,
NATIONAL ASSOCIATION][BANK OF AMERICA, NATIONAL ASSOCIATION][MORGAN STANLEY BANK, N.A.]] is the registered owner of the interest
evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated
as of August 1, 2018 (the “Pooling and Servicing Agreement”), among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES,
INC. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13 and are issued in the classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case


 



    A-4-5 


     


    

 


of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
(i) a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) an undivided
beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest Distribution
Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment
of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the rate set forth in the Pooling and Servicing Agreement specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on
any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Aggregate Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Retained Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses allocated to the RR Interest
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the
Collection Accounts


 



    A-4-6 


     


    

 


will be paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing
of the Mortgage Loans and administration of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Retained Certificate Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(i)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(i) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Risk Retention Consultation Party and (ii) a
certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 



    A-4-7 


     


    

 


The RR Interest will
be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)        
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of a RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of the
party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions


 



    A-4-8 


     


    

 


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


 


(v)        to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder (including, for the avoidance of doubt, any Holder of a RR Interest) or any holder of a Serviced Pari
Passu Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)      to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance
of doubt, any Holder of a RR Interest) not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and


 



    A-4-9 


     


    

 


Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other
than any Excluded Loan with respect to the Directing Certificateholder, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
(including, for the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if
any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for
posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and
the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as will be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii),
(iii) or (iv); or


 


(xi)        to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 



    A-4-10 


     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power
granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or any other specified


 



    A-4-11 


     


    

 


person in accordance with such amendment will not result in
the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to
purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan)
and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C
and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class V and Class R Certificates and the RR Interest),
the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates
(other than the Class V and Class R Certificates and the RR Interest) together with the payment or deemed payment of the Termination
Purchase Amount for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling
and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the


 



    A-4-12 


     


    

 


Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    A-4-13 


     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	August
                                         2, 2018



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS PART OF THE
RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    A-4-14 


     


    







  


ABBREVIATIONS





The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-15 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-4-16 


     


    



 





 


 


EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 






     B-1


     


    

 








BANK
2018-BNK13 


MORTGAGE
LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Address	City	State	Zip
    Code	County	General
    Property Type	Number
    of Units	Unit
    of Measure	Original
    Principal Balance ($)	Cut-off
    Date Principal Balance ($)	Loan
    Amortization Type	Monthly
    P&I Payment ($)	Interest
    Accrual Basis	Mortgage
    Rate	Administrative
    Fee Rate
	1	WFB	1745
    Broadway	1745
    Broadway	New
    York	NY	10019	New
    York	Office	684,515	Sq.
    Ft.	94,000,000.00	94,000,000.00	Interest-only,
    Balloon	299,259.44
    	Actual/360	3.768000%	0.01220%
	2	BANA	Griffin
    Portfolio II	Various	Various	Various	Various	Various	Various	2,726,080	Sq.
    Ft.	85,000,000.00	85,000,000.00	Interest-only,
    Balloon	309,890.91
    	Actual/360	4.31500%	0.01630%
	2.01	BANA	Southern
    Company Services Headquarters	3525
    & 3535 Colonnade Parkway	Birmingham	AL	35243	Jefferson	Office	669,438	Sq.
    Ft.	33,864,000.00	 	 	 	 	 	 
	2.02	BANA	Amazon.com
    Sortable Fulfillment Center	11999
    National Road	Pataskala	OH	43062	Licking	Industrial	856,254	Sq.
    Ft.	20,910,000.00	 	 	 	 	 	 
	2.03	BANA	IGT
    North American Gaming & Interactive Headquarters	6355
    South Buffalo Drive	Las
    Vegas	NV	89113	Clark	Office	222,268	Sq.
    Ft.	15,402,000.00	 	 	 	 	 	 
	2.04	BANA	3M
    Distribution Facility	1650
    Macom Drive	DeKalb	IL	60115	DeKalb	Industrial	978,120	Sq.
    Ft.	14,824,000.00	 	 	 	 	 	 
	3	MSMCH	Pfizer
    Building	235
    East 42nd Street	New
    York	NY	10017	New
    York	Office	823,623	Sq.
    Ft.	65,000,000.00	65,000,000.00	Self-Amortizing	998,613.20
    	Actual/360	3.58500%	0.01630%
	4	WFB	Showcase
    II	3791
    South Las Vegas Boulevard	Las
    Vegas	NV	89109	Clark	Retail	41,407	Sq.
    Ft.	50,000,000.00	50,000,000.00	Interest-only,
    Balloon	206,846.01
    	Actual/360	4.89630%	0.01630%
	5	BANA	ExchangeRight
    Net Leased Portfolio #22	Various	Various	Various	Various	Various	Various	229,251	Sq.
    Ft.	43,521,600.00	43,521,600.00	Interest-only,
    Balloon	158,853.84
    	Actual/360	4.32000%	0.01630%
	5.01	BANA	Pick
    n Save - Sun Prairie WI	2538
    Ironwood Drive	Sun
    Prairie	WI	53590	Dane	Retail	59,500	Sq.
    Ft.	7,626,000.00	 	 	 	 	 	 
	5.02	BANA	BioLife
    Plasma Services L.P. - Glendale AZ	16480
    North 59th Avenue	Glendale	AZ	85306	Maricopa	Office	15,230	Sq.
    Ft.	7,130,000.00	 	 	 	 	 	 
	5.03	BANA	Walgreens
    - West Lafayette IN	1000
    Sagamore Parkway West	West
    Lafayette	IN	47906	Tippecanoe	Retail	14,175	Sq.
    Ft.	4,749,200.00	 	 	 	 	 	 
	5.04	BANA	CVS
    - Novi MI	31250
    Beck Road	Novi	MI	48375	Oakland	Retail	13,013	Sq.
    Ft.	4,172,600.00	 	 	 	 	 	 
	5.05	BANA	Tractor
    Supply - Egg Harbor NJ	6501
    Black Horse Pike	Egg
    Harbor Township	NJ	08234	Atlantic	Retail	19,097	Sq.
    Ft.	3,658,000.00	 	 	 	 	 	 
	5.06	BANA	Walgreens
    - Bedford TX	4121
    Harwood Road	Bedford	TX	76021	Tarrant	Retail	13,650	Sq.
    Ft.	3,025,600.00	 	 	 	 	 	 
	5.07	BANA	Tractor
    Supply - Oxford MI	575
    North Lapeer Road	Oxford	MI	48371	Oakland	Retail	21,930	Sq.
    Ft.	2,790,000.00	 	 	 	 	 	 
	5.08	BANA	First
    Midwest Bank - Melrose Park IL	1700
    West Lake Street	Melrose
    Park	IL	60160	Cook	Retail	3,000	Sq.
    Ft.	2,765,200.00	 	 	 	 	 	 
	5.09	BANA	Walgreens
    - Waterford MI	4800
    Dixie Highway	Waterford
    Township	MI	48329	Oakland	Retail	13,905	Sq.
    Ft.	2,715,600.00	 	 	 	 	 	 
	5.10	BANA	Dollar
    General - DeLand FL	745
    North Spring Garden Avenue	DeLand	FL	32720	Volusia	Retail	9,026	Sq.
    Ft.	1,209,000.00	 	 	 	 	 	 
	5.11	BANA	Dollar
    General - Girard OH	520
    Churchill Road	Girard	OH	44420	Trumbull	Retail	10,566	Sq.
    Ft.	1,116,000.00	 	 	 	 	 	 
	5.12	BANA	Dollar
    General- Franklin OH	3959
    State Route 122	Franklin	OH	45005	Warren	Retail	9,100	Sq.
    Ft.	967,200.00	 	 	 	 	 	 
	5.13	BANA	Family
    Dollar - Bridge City LA	1409
    Bridge City Avenue	Bridge
    City	LA	70094	Jefferson
    Parish	Retail	8,320	Sq.
    Ft.	830,800.00	 	 	 	 	 	 
	5.14	BANA	Dollar
    General - Baton Rouge LA	5730
    Satin Court	Baton
    Rouge	LA	70812	East
    Baton Rouge Parish	Retail	7,489	Sq.
    Ft.	756,400.00	 	 	 	 	 	 
	5.15	BANA	Fresenius
    Medical Care - Vineland NJ	1206
    West Sherman Avenue	Vineland	NJ	08360	Cumberland	Office	11,250	Sq.
    Ft.	10,000.00	 	 	 	 	 	 
	6	BANA	The
    Galleria	1
    Galleria Boulevard	Metairie	LA	70001	Jefferson	Office	470,540	Sq.
    Ft.	42,000,000.00	42,000,000.00	Interest-only,
    Balloon	150,815.97
    	Actual/360	4.25000%	0.01630%
	7	MSMCH	Broadway
    Plaza	1130,
    1150, 1100, 1120, 1142, 1170, 1190 Broadway Street and 644 Naples Street	Chula
    Vista	CA	91911	San
    Diego	Retail	356,335	Sq.
    Ft.	40,950,000.00	40,950,000.00	Interest-only,
    ARD	161,646.33
    	Actual/360	4.67200%	0.03630%
	8	MSMCH	Plaza
    Frontenac	1701
    South Lindbergh Boulevard	Frontenac	MO	63131	St.
    Louis	Retail	351,006	Sq.
    Ft.	40,000,000.00	40,000,000.00	Interest-only,
    Balloon	149,818.98
    	Actual/360	4.43300%	0.01345%
	9	WFB	Town
    Center Aventura	18701-18995
    Biscayne Boulevard; 2711 Northeast 187th Street	Aventura	FL	33180	Miami-Dade	Retail	186,138	Sq.
    Ft.	40,000,000.00	40,000,000.00	Interest-only,
    Balloon	165,263.89
    	Actual/360	4.89000%	0.01630%
	10	MSMCH	Florida
    Hotel & Conference Center	1500
    Sand Lake Road	Orlando	FL	32809	Orange	Hospitality	511	Rooms	40,000,000.00	40,000,000.00	Interest-only,
    Balloon	189,259.26
    	Actual/360	5.60000%	0.01630%
	11	MSMCH	Ditson
    Building	8
    East 34th Street	New
    York	NY	10016	New
    York	Office	58,850	Sq.
    Ft.	37,500,000.00	37,500,000.00	Interest-only,
    Balloon	172,044.27
    	Actual/360	5.43000%	0.01630%
	12	BANA	Fair
    Oaks Mall 	11750
    Fair Oaks Mall	Fairfax	VA	22033	Fairfax	Retail	779,949	Sq.
    Ft.	33,750,000.00	33,644,821.31	Amortizing
    Balloon	157,843.66
    	Actual/360	4.25800%	0.01345%
	13	MSMCH	Anderson
    Towne Center	7418-7578
    Beechmont Avenue	Cincinnati	OH	45255	Hamilton	Retail	347,622	Sq.
    Ft.	25,000,000.00	24,921,433.38	Amortizing
    Balloon	138,515.83
    	Actual/360	5.28000%	0.03380%
	14	WFB	181
    Fremont Street	181
    Fremont Street	San
    Francisco	CA	94105	San
    Francisco	Office	436,332	Sq.
    Ft.	22,000,000.00	22,000,000.00	Interest-only,
    ARD	68,935.32
    	Actual/360	3.70860%	0.01345%
	15	MSMCH	Shoppes
    at Chino Hills	13991-13911
    Peyton Drive, 13850-13925 City Center Drive, 3335-3625 Grand Avenue	Chino
    Hills	CA	91709	San
    Bernardino	Retail	378,676	Sq.
    Ft.	22,000,000.00	22,000,000.00	Interest-only,
    Balloon	96,192.71
    	Actual/360	5.17500%	0.01345%
	16	WFB	Empire
    Towers V	3990
    and 3998 Concours Street	Ontario	CA	91764	San
    Bernardino	Office	124,614	Sq.
    Ft.	19,400,000.00	19,400,000.00	Interest-only,
    Amortizing Balloon	104,499.38
    	Actual/360	5.03000%	0.01630%
	17	MSMCH	Regal
    Cinemas Lincolnshire	300
    Parkway Drive	Lincolnshire	IL	60069	Lake	Retail	75,372	Sq.
    Ft.	16,500,000.00	16,474,261.46	Amortizing
    Balloon	95,785.62
    	Actual/360	4.93000%	0.01630%
	18	BANA	Hyatt
    Place - Downtown Boise ID	1024
    West Bannock Street	Boise	ID	83702	Ada	Hospitality	150	Rooms	16,225,000.00	16,225,000.00	Interest-only,
    Amortizing Balloon	88,193.32
    	Actual/360	5.11000%	0.06380%
	19	WFB	CoolSprings
    Galleria	1800,
    1910, 1914 and 1916 Galleria Boulevard	Franklin	TN	37067	Williamson	Retail	640,176	Sq.
    Ft.	15,000,000.00	14,944,076.22	Amortizing
    Balloon	79,053.79
    	30/360	4.83900%	0.01345%
	20	NCB	Bryant
    Gardens Corp.	1-15
    Bryant Crescent & 175-185 Bryant Avenue	White
    Plains	NY	10605	Westchester	Multifamily	407	Units	14,000,000.00	13,950,153.24	Amortizing
    Balloon	76,945.03
    	Actual/360	4.39000%	0.09130%
	21	WFB	Staybridge
    Suites Orlando Airport South	7450
    Augusta National Drive	Orlando	FL	32822	Orange	Hospitality	135	Rooms	13,100,000.00	13,100,000.00	Interest-only,
    Amortizing Balloon	71,489.09
    	Actual/360	5.14500%	0.01630%
	22	BANA	Courtyard
    - Myrtle Beach SC	1000
    Commons Boulevard	Myrtle
    Beach	SC	29572	Horry	Hospitality	157	Rooms	12,670,000.00	12,657,537.24	Amortizing
    Balloon	70,538.17
    	Actual/360	5.32300%	0.01630%
	23	BANA	Royal
    View Estates	8604
    Northeast 36th Street	Vancouver	WA	98662	Clark	Multifamily	80	Units	10,250,000.00	10,238,719.58	Amortizing
    Balloon	54,088.41
    	Actual/360	4.85000%	0.01630%
	24	BANA	Garage
    M	222
    East 65th Street	New
    York	NY	10065	New
    York	Other	300	Spaces	10,000,000.00	10,000,000.00	Interest-only,
    Balloon	40,640.05
    	Actual/360	4.81000%	0.01630%
	25	BANA	Tacoma
    Mall Office Building	4301
    South Pine Street	Tacoma	WA	98409	Pierce	Office	115,518	Sq.
    Ft.	9,930,000.00	9,930,000.00	Interest-only,
    Amortizing Balloon	51,883.41
    	Actual/360	4.76400%	0.01630%
	26	NCB	Bon
    Aire Residents, Inc.	1-20
    Revere Court & 1-14 Danbury Court (a/k/a 24 Bonaire Circle)	Suffern	NY	10901	Rockland	Multifamily	209	Units	9,425,000.00	9,413,691.17	Amortizing
    Balloon	47,587.23
    	Actual/360	4.47000%	0.09130%
	27	MSMCH	Discovery
    Centre	39205-39303
    Country Club Drive	Farmington
    Hills	MI	48331	Oakland	Industrial	165,109	Sq.
    Ft.	8,250,000.00	8,229,186.88	Amortizing
    Balloon	51,218.95
    	Actual/360	4.28000%	0.01630%
	28	WFB	Holiday
    Inn Express - Oregon, OH	3154
    Navarre Avenue	Oregon	OH	43616	Lucas	Hospitality	85	Rooms	7,700,000.00	7,673,203.20	Interest-only,
    Amortizing Balloon	40,445.79
    	Actual/360	4.81000%	0.06380%
	29	NCB	Jeffrey
    Gardens Apartment Corp.	46-40
    216th Street, 46-41 215th Street, 47-15 216th	Bayside	NY	11361	Queens	Multifamily	277	Units	7,405,000.00	7,399,888.56	Amortizing
    Balloon	31,829.09
    	Actual/360	4.19000%	0.09130%
	30	BANA	Alvarado
    Sunset Apartments	606
    Alvarado Avenue	Davis	CA	95616	Yolo	Multifamily	65	Units	6,000,000.00	6,000,000.00	Interest-only,
    Balloon	24,434.72
    	Actual/360	4.82000%	0.01630%
	31	WFB	Academy
    Professional Campus	5426,
    5446, 5526, 5540 North Academy Boulevard	Colorado
    Springs	CO	80918	El
    Paso	Office	67,811	Sq.
    Ft.	5,750,000.00	5,750,000.00	Interest-only,
    Balloon	24,485.42
    	Actual/360	5.04000%	0.04630%
	32	BANA	Hampton
    Inn - Brenham TX	2605
    Schulte Boulevard	Brenham	TX	77833	Washington	Hospitality	66	Rooms	5,500,000.00	5,494,905.94	Amortizing
    Balloon	31,459.99
    	Actual/360	5.56700%	0.01630%
	33	BANA	Stafford
    Court Apartments	5500
    SW 180th Avenue	Beaverton	OR	97007	Washington	Multifamily	72	Units	5,000,000.00	5,000,000.00	Interest-only,
    Balloon	20,738.25
    	Actual/360	4.90900%	0.01630%
	34	MSMCH	Memphis
    MF Portfolio	Various	Memphis	TN	Various	Shelby	Multifamily	146	Units	4,250,000.00	4,250,000.00	Interest-only,
    Balloon	17,918.37
    	Actual/360	4.99000%	0.01630%
	34.01	MSMCH	Mendenhall
    Gardens	553
    North Mendhall Road	Memphis	TN	38177	Shelby	Multifamily	82	Units	2,495,512.82	 	 	 	 	 	 
	34.02	MSMCH	High
    Point Apartments	481-491
    North Highland Street	Memphis	TN	38122	Shelby	Multifamily	64	Units	1,754,487.18	 	 	 	 	 	 
	35	WFB	32nd
    Street Retail	3165
    East Lincoln Drive	Phoenix	AZ	85016	Maricopa	Retail	13,868	Sq.
    Ft.	3,960,000.00	3,960,000.00	Interest-only,
    Balloon	16,193.83
    	Actual/360	4.84000%	0.01630%
	36	WFB	100
    Grove Road	100
    Grove Road	West
    Deptford	NJ	8086	Gloucester	Office	61,492	Sq.
    Ft.	3,825,000.00	3,812,671.16	Amortizing
    Balloon	20,920.87
    	Actual/360	5.16500%	0.01630%
	37	NCB	2-4
    Windsor Terrace Owners, Inc.	2-4
    Windsor Terrace	White
    Plains	NY	10602	Westchester	Multifamily	78	Units	3,750,000.00	3,740,592.17	Amortizing
    Balloon	19,022.99
    	Actual/360	4.51000%	0.09130%
	38	NCB	Harrison
    Gardens Owners, Inc.	15
    Harrison Avenue	Amityville	NY	11701	Suffolk	Multifamily	88	Units	3,725,000.00	3,720,266.52	Amortizing
    Balloon	18,237.64
    	Actual/360	4.21000%	0.09130%
	39	WFB	Parts
    Authority and Laurel Self Storage	9731
    and 9735 Washington Boulevard North	Laurel	MD	20723	Howard	Industrial	84,000	Sq.
    Ft.	3,300,000.00	3,300,000.00	Interest-only,
    Balloon	13,606.39
    	Actual/360	4.88000%	0.08380%
	40	NCB	415
    Gramatan Avenue Corporation 	415
    Gramatan Avenue	Mount
    Vernon	NY	10552	Westchester	Multifamily	52	Units	3,200,000.00	3,195,644.84	Amortizing
    Balloon	14,427.18
    	Actual/360	4.52000%	0.09130%
	41	BANA	Darien
    Pointe Plaza	7517
    & 7533 South Cass Avenue	Darien
    	IL	60561	DuPage	Retail	14,494	Sq.
    Ft.	3,000,000.00	2,997,407.59	Amortizing
    Balloon	17,679.08
    	Actual/360	5.84000%	0.01630%
	42	NCB	Greenwich
    and Perry Street Housing Corporation	725-731
    Greenwich Street a/k/a 116-221 Perry Street	New
    York	NY	10014	New
    York	Multifamily	50	Units	3,000,000.00	2,996,480.24	Amortizing
    Balloon	15,325.59
    	Actual/360	4.57000%	0.09130%
	43	BANA	Camberwell
    Apartments	106
    South Carney Drive	Saint
    Clair	MI	48079	St.
    Clair	Multifamily	87	Units	2,875,000.00	2,875,000.00	Interest-only,
    Balloon	12,645.94
    	Actual/360	5.20600%	0.01630%
	44	WFB	Rancho
    Lone Mountain Storage - NV	6501
    West Lone Mountain Road	Las
    Vegas	NV	89130	Clark	Self
    Storage	72,016	Sq.
    Ft.	2,865,000.00	2,854,552.00	Amortizing
    Balloon	22,462.70
    	Actual/360	4.87000%	0.01630%
	45	BANA	Maple
    Terrace Apartments	1535
    Southeast Maple Street	Hillsboro	OR	97123	Washington	Multifamily	50	Units	2,800,000.00	2,800,000.00	Interest-only,
    Balloon	11,613.42
    	Actual/360	4.90900%	0.01630%
	46	BANA	Southwest
    Villas Jacksonville	5565
    Connie Jean Road	Jacksonville	FL	32222	Duval	Multifamily	61	Units	2,750,000.00	2,750,000.00	Interest-only,
    Amortizing Balloon	15,347.82
    	Actual/360	5.34500%	0.01630%
	47	NCB	530
    Riverdale Owners Corp.	530
    Riverdale Avenue a/k/a 518 Riverdale Avenue	Yonkers	NY	10705	Westchester	Multifamily	59	Units	2,700,000.00	2,698,198.10	Amortizing
    Balloon	11,776.15
    	Actual/360	4.29000%	0.09130%
	48	NCB	140
    E. 83rd Tenants Corp.	140
    East 83rd Street	New
    York	NY	10028	New
    York	Multifamily	57	Units	2,500,000.00	2,493,626.54	Amortizing
    Balloon	12,563.36
    	Actual/360	4.43000%	0.09130%
	49	BANA	Canby
    Gardens Apartments	645
    North Pine Street	Canby	OR	97013	Clackamas	Multifamily	34	Units	2,200,000.00	2,200,000.00	Interest-only,
    Balloon	9,124.83
    	Actual/360	4.90900%	0.01630%
	50	NCB	Penbrook
    Owners, Corp.	50-60
    Hempstead Avenue	Lynbrook	NY	11563	Nassau	Multifamily	72	Units	2,150,000.00	2,144,352.42	Amortizing
    Balloon	10,614.50
    	Actual/360	4.28000%	0.09130%
	51	NCB	Chapel
    Owners Corp.	20
    Chapel Place	Great
    Neck	NY	11021	Nassau	Multifamily	49	Units	2,050,000.00	2,044,763.27	Amortizing
    Balloon	10,289.83
    	Actual/360	4.42000%	0.09130%
	52	NCB	595
    McLean Owners, Inc.	595
    McLean Avenue	Yonkers	NY	10705	Westchester	Multifamily	52	Units	2,000,000.00	1,998,705.76	Amortizing
    Balloon	8,837.57
    	Actual/360	4.38000%	0.09130%
	53	NCB	Crestwood
    Apartments, Inc.	One
    Meadow Drive	Woodsburgh	NY	11598	Nassau	Multifamily	36	Units	2,000,000.00	1,997,562.56	Amortizing
    Balloon	10,015.22
    	Actual/360	4.40000%	0.09130%
	54	NCB	Ridgecrest
    Owners Corp.	35-69  1/2
    Carpenter Avenue	Mount
    Kisco	NY	10549	Westchester	Multifamily	80	Units	2,000,000.00	1,994,941.96	Amortizing
    Balloon	10,098.09
    	Actual/360	4.47000%	0.09130%
	55	BANA	Palatka
    Oaks Apartments	200
    College Road	Palatka
    	FL	32177	Putnam	Multifamily	58	Units	1,900,000.00	1,900,000.00	Interest-only,
    Balloon	8,259.39
    	Actual/360	5.14500%	0.01630%
	56	WFB	Keep
    Self Storage	16617
    Kuykendahl Road	Houston	TX	77068	Harris	Self
    Storage	33,934	Sq.
    Ft.	1,890,000.00	1,890,000.00	Interest-only,
    Amortizing Balloon	10,308.25
    	Actual/360	5.14000%	0.01630%
	57	NCB	78-06
    Owners Corp.	78-06
    46th Avenue	Elmhurst	NY	11373	Queens	Multifamily	56	Units	1,500,000.00	1,496,160.57	Amortizing
    Balloon	7,520.28
    	Actual/360	4.41000%	0.09130%
	58	NCB	251
    Seaman Owners Corp.	251
    Seaman Avenue	New
    York	NY	10034	New
    York	Multifamily	63	Units	1,300,000.00	1,290,107.20	Amortizing
    Balloon	10,024.83
    	Actual/360	4.62000%	0.09130%
	59	NCB	439
    East 88 Owners Corp.	439
    East 88th Street	New
    York	NY	10128	New  York	Multifamily	31	Units	1,200,000.00	1,198,534.29	Amortizing
    Balloon	6,002.04
    	Actual/360	4.39000%	0.09130%
	60	NCB	College
    Gardens Cooperative, Inc.	3535-3555
    Kings College Place	Bronx	NY	10467	Bronx	Multifamily	119	Units	1,175,000.00	1,174,280.99	Amortizing
    Balloon	5,312.61
    	Actual/360	4.54000%	0.09130%
	61	NCB	68
    Laight Street Owners Corp.	68
    Laight Street	New
    York	NY	10013	New
    York	Multifamily	9	Units	1,000,000.00	998,813.48	Amortizing
    Balloon	5,078.74
    	Actual/360	4.52000%	0.09130%
	62	NCB	236
    East 28th Street Owners Corp.	236
    East 28th Street	New
    York	NY	10016	New
    York	Multifamily	30	Units	1,000,000.00	998,813.48	Amortizing
    Balloon	5,078.74
    	Actual/360	4.52000%	0.09130%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




     


     


    

 


BANK
2018-BNK13





MORTGAGE
LOAN SCHEDULE


 


	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Net
    Mortgage Rate	Payment
    Due Date	Stated
    Maturity Date or Anticipated Repayment Date	ARD
    Loan Maturity Date	ARD
    Mortgage Rate After Anticipated Repayment Date	Original
    Term to Maturity or ARD (Mos.)	Remaining
    Term to Maturity or ARD (Mos.)	Amortization
    Term (Original) (Mos.)	Amortization
    Term (Remaining) (Mos.)	Cross
    Collateralized and Cross Defaulted Loan Flag	Prepayment
    Provisions	Ownership
    Interest	Grace
    Period Late (Days)	Engineering
    Escrow / Deferred Maintenance ($)	Tax
    Escrow (Initial)	Monthly
    Tax Escrow ($)	Tax
    Escrow - Cash or LoC	Tax
    Escrow - LoC Counterparty
	1	WFB	1745
    Broadway	3.755800%	11	6/11/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),GRTR
    1% or YM or D(87),O(7)	Leasehold	0	0	0	0	NAP	NAP
	2	BANA	Griffin
    Portfolio II	4.29870%	1	5/1/2028	NAP	NAP	120	117	IO	IO	NAP	L(24),GRTR
    1% or YM(90),O(6)	Fee	0	0	90,000	45,000	Cash	NAP
	2.01	BANA	Southern
    Company Services Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	BANA	Amazon.com
    Sortable Fulfillment Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	BANA	IGT
    North American Gaming & Interactive Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	BANA	3M
    Distribution Facility	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	MSMCH	Pfizer
    Building	3.56870%	8	8/8/2024	NAP	NAP	72	72	75	75	NAP	L(24),D(43),O(5)	Leasehold	0	0	0	0	NAP	NAP
	4	WFB	Showcase
    II	4.88000%	11	5/11/2028	NAP	NAP	120	117	IO	IO	NAP	L(27),D(89),O(4)	Fee	5	0	26,118	8,706	Cash	NAP
	5	BANA	ExchangeRight
    Net Leased Portfolio #22	4.30370%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	45,521	111,991	16,668	Cash	NAP
	5.01	BANA	Pick
    n Save - Sun Prairie WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	BANA	BioLife
    Plasma Services L.P. - Glendale AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	BANA	Walgreens
    - West Lafayette IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	BANA	CVS
    - Novi MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	BANA	Tractor
    Supply - Egg Harbor NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	BANA	Walgreens
    - Bedford TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	BANA	Tractor
    Supply - Oxford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	BANA	First
    Midwest Bank - Melrose Park IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	BANA	Walgreens
    - Waterford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	BANA	Dollar
    General - DeLand FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	BANA	Dollar
    General - Girard OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	BANA	Dollar
    General- Franklin OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	BANA	Family
    Dollar - Bridge City LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	BANA	Dollar
    General - Baton Rouge LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	BANA	Fresenius
    Medical Care - Vineland NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	BANA	The
    Galleria	4.23370%	1	6/1/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),D(89),O(5)	Fee	0	0	494,746	70,678	Cash	NAP
	7	MSMCH	Broadway
    Plaza	4.63570%	1	7/1/2028	11/1/2029	Greater
    of (i) the Initial Interest Rate plus 2.75% or (ii) the Spread plus the Swap Rate plus 2.75%	120	119	IO	IO	NAP	L(25),D(90),O(5)	Fee	0	0	74,639	12,440	Cash	NAP
	8	MSMCH	Plaza
    Frontenac	4.41955%	1	8/1/2028	NAP	NAP	120	120	IO	IO	NAP	L(24),D(92),O(4)	Fee	0	0	0	0	NAP	NAP
	9	WFB	Town
    Center Aventura	4.87370%	11	7/11/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(88),O(7)	Fee	0	0	451,415	56,427	Cash	NAP
	10	MSMCH	Florida
    Hotel & Conference Center	5.58370%	1	6/1/2023	NAP	NAP	60	58	IO	IO	NAP	L(26),D(29),O(5)	Fee	0	0	402,000	50,250	Cash	NAP
	11	MSMCH	Ditson
    Building	5.41370%	1	8/1/2028	NAP	NAP	120	120	IO	IO	NAP	L(24),D(91),O(5)	Fee	0	75,000	85,160	42,580	Cash	NAP
	12	BANA	Fair
    Oaks Mall 	4.24455%	10	5/10/2023	NAP	NAP	60	57	360	357	NAP	L(27),D(29),O(4)	Fee	0	0	0	0	NAP	NAP
	13	MSMCH	Anderson
    Towne Center	5.24620%	1	5/1/2028	NAP	NAP	120	117	360	357	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	0	49,882	0	94,956	Cash	NAP
	14	WFB	181
    Fremont Street	3.69515%	6	4/6/2028	4/6/2031	Greater
    of (i) 5.2086%; (ii) Swap Rate on the ARD plus 2.4146%, (iii) default rate	120	116	IO	IO	NAP	L(23),GRTR
    1% or YM(5),GRTR 1% or YM or D(85),O(7)	Fee	0	0	0	509,418	Cash	NAP
	15	MSMCH	Shoppes
    at Chino Hills	5.16155%	1	6/1/2028	NAP	NAP	120	118	IO	IO	NAP	L(26),D(89),O(5)	Fee	5	11,250	458,924	152,975	Cash	NAP
	16	WFB	Empire
    Towers V	5.01370%	11	7/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),GRTR
    1% or YM(91),O(4)	Fee	0	0	111,412	27,853	Cash	NAP
	17	MSMCH	Regal
    Cinemas Lincolnshire	4.91370%	1	7/1/2028	NAP	NAP	120	119	300	299	NAP	L(25),D(91),O(4)	Fee	5	0	0	0	NAP	NAP
	18	BANA	Hyatt
    Place - Downtown Boise ID	5.04620%	1	7/1/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(90),O(5)	Fee	5	0	36,049	18,025	Cash	NAP
	19	WFB	CoolSprings
    Galleria	4.82555%	11	5/11/2028	NAP	NAP	120	117	360	357	NAP	L(27),GRTR
    1% or YM or D(89),O(4)	Fee	5	0	702,515	234,171	Cash	NAP
	20	NCB	Bryant
    Gardens Corp.	4.29870%	1	6/1/2028	NAP	NAP	120	118	300	298	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	131,417	42,333	Cash	NAP
	21	WFB	Staybridge
    Suites Orlando Airport South	5.12870%	11	7/11/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	0	0	103,989	12,998	Cash	NAP
	22	BANA	Courtyard
    - Myrtle Beach SC	5.30670%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5	0	46,667	6,667	Cash	NAP
	23	BANA	Royal
    View Estates	4.83370%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	5	0	52,732	17,577	Cash	NAP
	24	BANA	Garage
    M	4.79370%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0	60,245	30,123	Cash	NAP
	25	BANA	Tacoma
    Mall Office Building	4.74770%	1	7/1/2028	NAP	NAP	120	119	360	360	NAP	L(25),D(91),O(4)	Fee	5	0	66,333	16,583	Cash	NAP
	26	NCB	Bon
    Aire Residents, Inc.	4.37870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	27	MSMCH	Discovery
    Centre	4.26370%	1	7/1/2028	NAP	NAP	120	119	240	239	NAP	L(25),D(90),O(5)	Fee	5	0	34,448	15,500	Cash	NAP
	28	WFB	Holiday
    Inn Express - Oregon, OH	4.74620%	11	5/11/2027	NAP	NAP	120	105	360	357	NAP	L(39),GRTR
    1% or YM(77),O(4)	Fee	0	0	28,100	6,777	Cash	NAP
	29	NCB	Jeffrey
    Gardens Apartment Corp.	4.09870%	1	7/1/2028	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	30	BANA	Alvarado
    Sunset Apartments	4.80370%	1	5/1/2028	NAP	NAP	120	117	IO	IO	NAP	L(27),D(89),O(4)	Fee	5	25,625	13,720	6,860	Cash	NAP
	31	WFB	Academy
    Professional Campus	4.99370%	11	7/11/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),GRTR
    1% or YM(91),O(4)	Fee	0	0	11,782	5,891	Cash	NAP
	32	BANA	Hampton
    Inn - Brenham TX	5.55070%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	L(25),D(91),O(4)	Fee	0	0	46,943	6,706	Cash	NAP
	33	BANA	Stafford
    Court Apartments	4.89270%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	14,875	59,888	5,989	Cash	NAP
	34	MSMCH	Memphis
    MF Portfolio	4.97370%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(23),GRTR
    1% or YM(93),O(4)	Fee	5	89,688	57,561	6,170	Cash	NAP
	34.01	MSMCH	Mendenhall
    Gardens	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	MSMCH	High
    Point Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	WFB	32nd
    Street Retail	4.82370%	11	4/11/2027	NAP	NAP	120	104	IO	IO	NAP	L(40),D(76),O(4)	Fee	0	0	9,578	4,789	Cash	NAP
	36	WFB	100
    Grove Road	5.14870%	11	5/11/2028	NAP	NAP	120	117	360	357	NAP	L(27),D(89),O(4)	Fee	0	195,000	14,434	14,434	Cash	NAP
	37	NCB	2-4
    Windsor Terrace Owners, Inc.	4.41870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	38	NCB	Harrison
    Gardens Owners, Inc.	4.11870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	39	WFB	Parts
    Authority and Laurel Self Storage	4.79620%	11	7/11/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	0	0	18,341	4,585	Cash	NAP
	40	NCB	415
    Gramatan Avenue Corporation 	4.42870%	1	6/1/2028	NAP	NAP	120	118	480	478	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	17,670	13,576	Cash	NAP
	41	BANA	Darien
    Pointe Plaza	5.82370%	1	7/1/2023	NAP	NAP	60	59	360	359	NAP	L(25),D(31),O(4)	Fee	5	0	24,000	4,000	Cash	NAP
	42	NCB	Greenwich
    and Perry Street Housing Corporation	4.47870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	43	BANA	Camberwell
    Apartments	5.18970%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	0	49,167	4,917	Cash	NAP
	44	WFB	Rancho
    Lone Mountain Storage - NV	4.85370%	11	7/11/2028	NAP	NAP	120	119	180	179	NAP	L(25),D(91),O(4)	Fee	0	0	0	0	NAP	NAP
	45	BANA	Maple
    Terrace Apartments	4.89270%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	7,250	27,875	2,787	Cash	NAP
	46	BANA	Southwest
    Villas Jacksonville	5.32870%	1	5/1/2028	NAP	NAP	120	117	360	360	NAP	L(27),D(89),O(4)	Fee	5	0	16,333	2,333	Cash	NAP
	47	NCB	530
    Riverdale Owners Corp.	4.19870%	1	7/1/2028	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	25,500	6,375	Cash	NAP
	48	NCB	140
    E. 83rd Tenants Corp.	4.33870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(2),O(5)	Fee	10	0	0	0	NAP	NAP
	49	BANA	Canby
    Gardens Apartments	4.89270%	1	7/1/2028	NAP	NAP	120	119	IO	IO	NAP	L(25),D(91),O(4)	Fee	5	16,075	26,516	2,652	Cash	NAP
	50	NCB	Penbrook
    Owners, Corp.	4.18870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	23,350	18,100	Cash	NAP
	51	NCB	Chapel
    Owners Corp.	4.32870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	52	NCB	595
    McLean Owners, Inc.	4.28870%	1	7/1/2028	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	18,585	5,782	Cash	NAP
	53	NCB	Crestwood
    Apartments, Inc.	4.30870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	28,517	10,839	Cash	NAP
	54	NCB	Ridgecrest
    Owners Corp.	4.37870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	30,742	7,401	Cash	NAP
	55	BANA	Palatka
    Oaks Apartments	5.12870%	1	5/1/2028	NAP	NAP	120	117	IO	IO	NAP	L(27),D(89),O(4)	Fee	5	9,169	17,500	2,500	Cash	NAP
	56	WFB	Keep
    Self Storage	5.12370%	11	6/11/2028	NAP	NAP	120	118	360	360	NAP	L(26),D(90),O(4)	Fee	0	0	28,371	4,053	Cash	NAP
	57	NCB	78-06
    Owners Corp.	4.31870%	1	6/1/2028	NAP	NAP	120	118	360	358	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	58	NCB	251
    Seaman Owners Corp.	4.52870%	1	6/1/2028	NAP	NAP	120	118	180	178	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	59	NCB	439
    East 88 Owners Corp.	4.29870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	34,000	17,000	Cash	NAP
	60	NCB	College
    Gardens Cooperative, Inc.	4.44870%	1	7/1/2028	NAP	NAP	120	119	480	479	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	61	NCB	68
    Laight Street Owners Corp.	4.42870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	0	0	NAP	NAP
	62	NCB	236
    East 28th Street Owners Corp.	4.42870%	1	7/1/2028	NAP	NAP	120	119	360	359	NAP	GRTR
    1% or YM(113),1%(3),O(4)	Fee	10	0	26,000	13,000	Cash	NAP


 


     


     


    

 


BANK
2018-BNK13





MORTGAGE
LOAN SCHEDULE


 




	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Insurance
    Escrow (Initial)	Monthly
    Insurance Escrow ($)	Insurance
    Escrow - Cash or LoC	Insurance
    Escrow - LoC Counterparty	Upfront
    Replacement Reserve ($)	Monthly
    Replacement Reserve ($)(15)	Replacement
    Reserve Cap ($)	Replacement
    Reserve Escrow - Cash or LoC	Replacement
    Reserve Escrow - LoC Counterparty	Upfront
    TI/LC Reserve ($)	Monthly
    TI/LC Reserve ($)	TI/LC
    Reserve Cap ($)	TI/LC
    Escrow - Cash or LoC	TI/LC
    Escrow - LoC Counterparty	Debt
    Service Escrow (Initial) ($)
	1	WFB	1745
    Broadway	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	2	BANA	Griffin
    Portfolio II	0	0	NAP	NAP	0	0	Various	NAP	NAP	0	0	Various	NAP	NAP	0
	2.01	BANA	Southern
    Company Services Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	BANA	Amazon.com
    Sortable Fulfillment Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	BANA	IGT
    North American Gaming & Interactive Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	BANA	3M
    Distribution Facility	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	MSMCH	Pfizer
    Building	4,700	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	4	WFB	Showcase
    II	41,517	6,920	Cash	NAP	0	6,909	0	Cash	NAP	8,563,335	0	0	Cash	NAP	0
	5	BANA	ExchangeRight
    Net Leased Portfolio #22	607	202	Cash	NAP	96,665	0	0	Cash	NAP	500,000	0	0	Cash	NAP	0
	5.01	BANA	Pick
    n Save - Sun Prairie WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	BANA	BioLife
    Plasma Services L.P. - Glendale AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	BANA	Walgreens
    - West Lafayette IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	BANA	CVS
    - Novi MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	BANA	Tractor
    Supply - Egg Harbor NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	BANA	Walgreens
    - Bedford TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	BANA	Tractor
    Supply - Oxford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	BANA	First
    Midwest Bank - Melrose Park IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	BANA	Walgreens
    - Waterford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	BANA	Dollar
    General - DeLand FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	BANA	Dollar
    General - Girard OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	BANA	Dollar
    General- Franklin OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	BANA	Family
    Dollar - Bridge City LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	BANA	Dollar
    General - Baton Rouge LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	BANA	Fresenius
    Medical Care - Vineland NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	BANA	The
    Galleria	1,013	84	Cash	NAP	0	12,548	0	Cash	NAP	1,000,000	39,212	2,000,000	Cash	NAP	0
	7	MSMCH	Broadway
    Plaza	0	0	NAP	NAP	0	402	4,819	Cash	NAP	0	0	0	NAP	NAP	0
	8	MSMCH	Plaza
    Frontenac	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	9	WFB	Town
    Center Aventura	0	0	NAP	NAP	0	3,102	74,456	Cash	NAP	600,000	15,512	372,000	Cash	NAP	0
	10	MSMCH	Florida
    Hotel & Conference Center	0	0	NAP	NAP	5,500,000	4%
    of Operating Income	0	Cash	NAP	0	0	0	NAP	NAP	0
	11	MSMCH	Ditson
    Building	26,250	3,750	Cash	NAP	0	980	0	Cash	NAP	0	9,800	235,200	Cash	NAP	0
	12	BANA	Fair
    Oaks Mall 	0	0	NAP	NAP	0	0	0	NAP	NAP	3,954,170	0	0	Cash	NAP	0
	13	MSMCH	Anderson
    Towne Center	0	0	NAP	NAP	0	4,345	0	Cash	NAP	0	17,959	1,000,000	Cash	NAP	0
	14	WFB	181
    Fremont Street	0	0	NAP	NAP	0	0	0	NAP	NAP	42,717,266	0	15,271,620	Cash	NAP	0
	15	MSMCH	Shoppes
    at Chino Hills	0	0	NAP	NAP	0	5,840	0	Cash	NAP	2,000,000	31,557	2,000,000	Cash	NAP	0
	16	WFB	Empire
    Towers V	3,708	3,708	Cash	NAP	300,000	0	0	Cash	NAP	1,800,000	10,385	500,000	Cash	NAP	0
	17	MSMCH	Regal
    Cinemas Lincolnshire	0	0	NAP	NAP	0	942	22,611	Cash	NAP	0	0	0	NAP	NAP	0
	18	BANA	Hyatt
    Place - Downtown Boise ID	0	0	NAP	NAP	0	13,572	0	Cash	NAP	0	0	0	NAP	NAP	0
	19	WFB	CoolSprings
    Galleria	0	0	NAP	NAP	0	10,907	392,643	Cash	NAP	3,000,000	54,534	The
    greater of (i) $2,500,000; and (ii) the positive difference equal to $5,500,000 less the sum of all disbursments from the
    TILC reserve	Cash	NAP	0
	20	NCB	Bryant
    Gardens Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	21	WFB	Staybridge
    Suites Orlando Airport South	0	0	NAP	NAP	0	0	600,000	NAP	NAP	0	0	0	NAP	NAP	0
	22	BANA	Courtyard
    - Myrtle Beach SC	0	0	NAP	NAP	0	14,215	0	Cash	NAP	0	0	0	NAP	NAP	0
	23	BANA	Royal
    View Estates	20,083	1,826	Cash	NAP	0	1,625	0	Cash	NAP	0	0	0	NAP	NAP	0
	24	BANA	Garage
    M	0	0	NAP	NAP	0	1,250	0	Cash	NAP	0	0	0	NAP	NAP	0
	25	BANA	Tacoma
    Mall Office Building	3,500	1,750	Cash	NAP	60,000	1,925	0	Cash	NAP	400,000	0	0	LoC	Bank
    of America, N.A.	0
	26	NCB	Bon
    Aire Residents, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	27	MSMCH	Discovery
    Centre	13,672	1,139	Cash	NAP	0	0	0	NAP	NAP	145,000	0	0	Cash	NAP	0
	28	WFB	Holiday
    Inn Express - Oregon, OH	6,768	1,353	Cash	NAP	0	8,442	0	Cash	NAP	0	0	0	NAP	NAP	0
	29	NCB	Jeffrey
    Gardens Apartment Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	30	BANA	Alvarado
    Sunset Apartments	10,427	1,303	Cash	NAP	40,000	1,977	0	Cash	NAP	0	0	0	NAP	NAP	0
	31	WFB	Academy
    Professional Campus	3,051	3,051	Cash	NAP	97,000	1,639	0	Cash	NAP	75,000	7,064	223,776	Cash	NAP	0
	32	BANA	Hampton
    Inn - Brenham TX	27,242	2,477	Cash	NAP	0	6,678	0	Cash	NAP	0	0	0	NAP	NAP	0
	33	BANA	Stafford
    Court Apartments	8,744	1,093	Cash	NAP	54,000	1,500	0	Cash	NAP	0	0	0	NAP	NAP	0
	34	MSMCH	Memphis
    MF Portfolio	0	0	NAP	NAP	0	3,381	0	Cash	NAP	0	0	0	NAP	NAP	0
	34.01	MSMCH	Mendenhall
    Gardens	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	MSMCH	High
    Point Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	WFB	32nd
    Street Retail	0	0	NAP	NAP	0	231	10,000	Cash	NAP	100,000	1,411	100,000	Cash	NAP	0
	36	WFB	100
    Grove Road	1,529	1,529	Cash	NAP	0	2,050	0	Cash	NAP	0	5,000	250,000	Cash	NAP	0
	37	NCB	2-4
    Windsor Terrace Owners, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	38	NCB	Harrison
    Gardens Owners, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	39	WFB	Parts
    Authority and Laurel Self Storage	2,872	718	Cash	NAP	0	1,017	0	Cash	NAP	0	0	0	NAP	NAP	0
	40	NCB	415
    Gramatan Avenue Corporation 	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	41	BANA	Darien
    Pointe Plaza	4,306	431	Cash	NAP	0	181	0	Cash	NAP	0	604	0	Cash	NAP	0
	42	NCB	Greenwich
    and Perry Street Housing Corporation	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	43	BANA	Camberwell
    Apartments	0	0	NAP	NAP	0	1,813	0	Cash	NAP	0	0	0	NAP	NAP	0
	44	WFB	Rancho
    Lone Mountain Storage - NV	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	45	BANA	Maple
    Terrace Apartments	5,980	748	Cash	NAP	79,000	1,042	0	Cash	NAP	0	0	0	NAP	NAP	0
	46	BANA	Southwest
    Villas Jacksonville	0	0	NAP	NAP	0	1,501	0	Cash	NAP	0	0	0	NAP	NAP	0
	47	NCB	530
    Riverdale Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	48	NCB	140
    E. 83rd Tenants Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	49	BANA	Canby
    Gardens Apartments	5,484	686	Cash	NAP	29,500	708	0	Cash	NAP	0	0	0	NAP	NAP	0
	50	NCB	Penbrook
    Owners, Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	51	NCB	Chapel
    Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	52	NCB	595
    McLean Owners, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	53	NCB	Crestwood
    Apartments, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	54	NCB	Ridgecrest
    Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	55	BANA	Palatka
    Oaks Apartments	0	0	NAP	NAP	0	1,678	0	Cash	NAP	0	0	0	NAP	NAP	0
	56	WFB	Keep
    Self Storage	0	0	NAP	NAP	0	425	0	Cash	NAP	0	0	0	NAP	NAP	0
	57	NCB	78-06
    Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	58	NCB	251
    Seaman Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	59	NCB	439
    East 88 Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	60	NCB	College
    Gardens Cooperative, Inc.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	61	NCB	68
    Laight Street Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0
	62	NCB	236
    East 28th Street Owners Corp.	0	0	NAP	NAP	0	0	0	NAP	NAP	0	0	0	NAP	NAP	0


 


     


     


    

 


BANK
2018-BNK13





MORTGAGE
LOAN SCHEDULE


 




	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Debt
    Service Escrow (Monthly) ($)	Debt
    Service Escrow - Cash or LoC	Debt
    Service Escrow - LoC Counterparty	Other
    Escrow I Reserve Description	Other
    Escrow I (Initial) ($)	Other
    Escrow I (Monthly) ($)(11)(16)	Other
    Escrow I Cap ($)	Other
    Escrow I Escrow - Cash or LoC	Other  Escrow
    I - LoC Counterparty	Other
    Escrow II Reserve Description	Other
    Escrow II (Initial) ($)	Other
    Escrow II (Monthly) ($)	Other
    Escrow II Cap ($)	Other
    Escrow II Escrow - Cash or LoC	Other  Escrow
    II - LoC Counterparty	Holdback
	1	WFB	1745
    Broadway	0	NAP	NAP	Tenant
    Specific TI/LC ($21,981,606); Rent Concession Reserve ($16,184,976)	38,166,582	0	0	Cash	NAP	Ground
    Rent Reserve	0	0	0	NAP	NAP	NAP
	2	BANA	Griffin
    Portfolio II	0	NAP	NAP	Landlord
    Obligations Reserve	1,900,229	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	2.01	BANA	Southern
    Company Services Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.02	BANA	Amazon.com
    Sortable Fulfillment Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.03	BANA	IGT
    North American Gaming & Interactive Headquarters	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.04	BANA	3M
    Distribution Facility	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	MSMCH	Pfizer
    Building	0	NAP	NAP	Ground
    Rent Reserve	0	816,667	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	4	WFB	Showcase
    II	0	NAP	NAP	Rent
    Concession Reserve	1,116,622	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	5	BANA	ExchangeRight
    Net Leased Portfolio #22	0	NAP	NAP	Condominium
    Assessments Reserve Fund	0	0	0	NAP	NAP	BioLife
    Rollover Reserve	0	0	0	NAP	NAP	NAP
	5.01	BANA	Pick
    n Save - Sun Prairie WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	BANA	BioLife
    Plasma Services L.P. - Glendale AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	BANA	Walgreens
    - West Lafayette IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	BANA	CVS
    - Novi MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	BANA	Tractor
    Supply - Egg Harbor NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	BANA	Walgreens
    - Bedford TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	BANA	Tractor
    Supply - Oxford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	BANA	First
    Midwest Bank - Melrose Park IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	BANA	Walgreens
    - Waterford MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.10	BANA	Dollar
    General - DeLand FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.11	BANA	Dollar
    General - Girard OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.12	BANA	Dollar
    General- Franklin OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.13	BANA	Family
    Dollar - Bridge City LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.14	BANA	Dollar
    General - Baton Rouge LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.15	BANA	Fresenius
    Medical Care - Vineland NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	BANA	The
    Galleria	0	NAP	NAP	Upfront
    Landlord Obligations Reserve	941,054	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	7	MSMCH	Broadway
    Plaza	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	8	MSMCH	Plaza
    Frontenac	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	9	WFB	Town
    Center Aventura	0	NAP	NAP	Rent
    Concession Reserve	129,259	0	0	Cash	NAP	Tenant
    Specific TI/LC Reserve	309,507	0	0	Cash	NAP	NAP
	10	MSMCH	Florida
    Hotel & Conference Center	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	11	MSMCH	Ditson
    Building	0	NAP	NAP	Outstanding
    TI/LC Obligations	1,576,871	0	0	Cash	NAP	Rent
    Concession;TTC Pre-Paid Rent	Rent
    Concession ($241,368.75);TTC Pre-Paid Rent ($794,153)	0	0	Cash	NAP	NAP
	12	BANA	Fair
    Oaks Mall 	0	NAP	NAP	Gap
    Rent Reserve	1,183,388	0	0	Cash	NAP	Owned
    Anchor Reserve (Springing); Owned Anchor Termination Reserve (Springing)	0	0	0	NAP	NAP	NAP
	13	MSMCH	Anderson
    Towne Center	0	NAP	NAP	Existing
    TI/LC Reserve Funds	980,000	0	0	Cash	NAP	Outstanding
    Free Rent	73,649	0	0	Cash	NAP	NAP
	14	WFB	181
    Fremont Street	0	NAP	NAP	Rent
    Concession Reserve	68,379,092	0	0	Cash	NAP	Project
    Charges Reserve	0	0	0	NAP	NAP	NAP
	15	MSMCH	Shoppes
    at Chino Hills	0	NAP	NAP	Outstanding
    TI/LC Reserve Funds	1,139,828	0	0	Cash	NAP	Rent
    Concession Reserve Funds	234,643	0	0	Cash	NAP	NAP
	16	WFB	Empire
    Towers V	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	17	MSMCH	Regal
    Cinemas Lincolnshire	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	18	BANA	Hyatt
    Place - Downtown Boise ID	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	19	WFB	CoolSprings
    Galleria	0	NAP	NAP	Tenant
    Specific TILC Reserve	2,107,816	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	20	NCB	Bryant
    Gardens Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	21	WFB	Staybridge
    Suites Orlando Airport South	0	NAP	NAP	PIP
    Reserve	2,058,995	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	22	BANA	Courtyard
    - Myrtle Beach SC	0	NAP	NAP	PIP	600,000	0	0	Cash	NAP	Seasonality
    Reserve	133,333	133,333	0	Cash	NAP	NAP
	23	BANA	Royal
    View Estates	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	24	BANA	Garage
    M	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	25	BANA	Tacoma
    Mall Office Building	0	NAP	NAP	Occupancy
    Reserve	400,000	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	26	NCB	Bon
    Aire Residents, Inc.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	27	MSMCH	Discovery
    Centre	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	28	WFB	Holiday
    Inn Express - Oregon, OH	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	29	NCB	Jeffrey
    Gardens Apartment Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	30	BANA	Alvarado
    Sunset Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	31	WFB	Academy
    Professional Campus	0	NAP	NAP	Rent
    Concession Reserve	13,707	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	32	BANA	Hampton
    Inn - Brenham TX	0	NAP	NAP	PIP
    Reserve	0	835	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	33	BANA	Stafford
    Court Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	34	MSMCH	Memphis
    MF Portfolio	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	34.01	MSMCH	Mendenhall
    Gardens	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	MSMCH	High
    Point Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	WFB	32nd
    Street Retail	0	NAP	NAP	Supplemental
    Leasing Reserve	250,000	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	36	WFB	100
    Grove Road	0	NAP	NAP	Tenant
    Specific TILC/Rent Concession Reserve	0	4,167	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	37	NCB	2-4
    Windsor Terrace Owners, Inc.	0	NAP	NAP	Collateral
    Security Agreement for Arrears	75,000	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	38	NCB	Harrison
    Gardens Owners, Inc.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	39	WFB	Parts
    Authority and Laurel Self Storage	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	40	NCB	415
    Gramatan Avenue Corporation 	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	41	BANA	Darien
    Pointe Plaza	0	NAP	NAP	Najjar
    Tenant Improvements Reserve	121,000	0	0	Cash	NAP	Chiba
    Tenant Improvements Reserve	15,000	0	0	Cash	NAP	NAP
	42	NCB	Greenwich
    and Perry Street Housing Corporation	0	NAP	NAP	Collateral
    Security Agreement for Arrears	60,000	0	0	Cash	NAP	NAP	0	0	0	NAP	NAP	NAP
	43	BANA	Camberwell
    Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	44	WFB	Rancho
    Lone Mountain Storage - NV	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	45	BANA	Maple
    Terrace Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	46	BANA	Southwest
    Villas Jacksonville	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	47	NCB	530
    Riverdale Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	48	NCB	140
    E. 83rd Tenants Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	49	BANA	Canby
    Gardens Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	50	NCB	Penbrook
    Owners, Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	51	NCB	Chapel
    Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	52	NCB	595
    McLean Owners, Inc.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	53	NCB	Crestwood
    Apartments, Inc.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	54	NCB	Ridgecrest
    Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	55	BANA	Palatka
    Oaks Apartments	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	56	WFB	Keep
    Self Storage	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	57	NCB	78-06
    Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	58	NCB	251
    Seaman Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	59	NCB	439
    East 88 Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	60	NCB	College
    Gardens Cooperative, Inc.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	61	NCB	68
    Laight Street Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP
	62	NCB	236
    East 28th Street Owners Corp.	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP	0	0	0	NAP	NAP	NAP


 


     


     


    

 


BANK
2018-BNK13





MORTGAGE
LOAN SCHEDULE


 




	Mortgage
    Loan Number	Mortgage
    Loan Seller	Property
    Name	Secured
    by LOC (Y/N)	LOC
    Amount	Type
    of Lockbox	Borrower
    Name	Sponsor
    Name	Master

Servicing 

    Fee Rate
	1	WFB	1745
    Broadway	N	 	Hard/Springing
    Cash Management	1745
    Broadway Owner, LLC	QSuper
    Board as trustee for QSuper	0.00250%
	2	BANA	Griffin
    Portfolio II	N	 	Hard/Springing
    Cash Management	Griffin
    (Birmingham) Essential Asset REIT II, LLC; Griffin (Etna) Essential Asset REIT II, LLC; Griffin (Las Vegas Buffalo) Essential
    Asset REIT II, LLC; Griffin (DeKalb) Essential Asset REIT II, LLC	Griffin
    Capital Company, LLC	0.00500%
	2.01	BANA	Southern
    Company Services Headquarters	 	 	 	 	 	 
	2.02	BANA	Amazon.com
    Sortable Fulfillment Center	 	 	 	 	 	 
	2.03	BANA	IGT
    North American Gaming & Interactive Headquarters	 	 	 	 	 	 
	2.04	BANA	3M
    Distribution Facility	 	 	 	 	 	 
	3	MSMCH	Pfizer
    Building	N	 	Hard/Upfront
    Cash Management	42nd
    & Second Holding Co. LLC	David
    Werner	0.00500%
	4	WFB	Showcase
    II	N	 	Hard/Upfront
    Cash Management	SG
    Island Plaza LLC; Nakash Showcase II, LLC; Nakash Holding Island Plaza LLC; EG Island Plaza LLC; JG Island Plaza LLC	Nakash
    Properties LLC; Nakash Holding LLC; Eli Gindi; Jeffrey Gindi	0.00500%
	5	BANA	ExchangeRight
    Net Leased Portfolio #22	N	 	Hard/Springing
    Cash Management	ExchangeRight
    Net Leased Portfolio 22 DST	ExchangeRight
    Real Estate, LLC	0.00500%
	5.01	BANA	Pick
    n Save - Sun Prairie WI	 	 	 	 	 	 
	5.02	BANA	BioLife
    Plasma Services L.P. - Glendale AZ	 	 	 	 	 	 
	5.03	BANA	Walgreens
    - West Lafayette IN	 	 	 	 	 	 
	5.04	BANA	CVS
    - Novi MI	 	 	 	 	 	 
	5.05	BANA	Tractor
    Supply - Egg Harbor NJ	 	 	 	 	 	 
	5.06	BANA	Walgreens
    - Bedford TX	 	 	 	 	 	 
	5.07	BANA	Tractor
    Supply - Oxford MI	 	 	 	 	 	 
	5.08	BANA	First
    Midwest Bank - Melrose Park IL	 	 	 	 	 	 
	5.09	BANA	Walgreens
    - Waterford MI	 	 	 	 	 	 
	5.10	BANA	Dollar
    General - DeLand FL	 	 	 	 	 	 
	5.11	BANA	Dollar
    General - Girard OH	 	 	 	 	 	 
	5.12	BANA	Dollar
    General- Franklin OH	 	 	 	 	 	 
	5.13	BANA	Family
    Dollar - Bridge City LA	 	 	 	 	 	 
	5.14	BANA	Dollar
    General - Baton Rouge LA	 	 	 	 	 	 
	5.15	BANA	Fresenius
    Medical Care - Vineland NJ	 	 	 	 	 	 
	6	BANA	The
    Galleria	N	 	Hard/Springing
    Cash Management	Galleria
    Operating Co. LLC	Jeffrey
    Feil	0.00500%
	7	MSMCH	Broadway
    Plaza	N	 	Hard/Springing
    Cash Management	PPW
    Broadway, LLC	Jeffrey
    Essakow; Yehudi Gaffen	0.02500%
	8	MSMCH	Plaza
    Frontenac	N	 	Hard/Springing
    Cash Management	Plaza
    Frontenac Acquisition, LLC	General
    Growth Properties; Canada Pension Plan Investment Board	0.00500%
	9	WFB	Town
    Center Aventura	N	 	Hard/Upfront
    Cash Management	Aventura
    Fashion Island, L.P.	Jacquelyn
    Soffer	0.00500%
	10	MSMCH	Florida
    Hotel & Conference Center	N	 	Soft/Upfront
    Cash Management	Tantallon
    Orlando, LLC	Terry
    Shaikh	0.00500%
	11	MSMCH	Ditson
    Building	N	 	Hard/Springing
    Cash Management	10East34th,
    LLC	Elena
    Gilman; Simeon Derenshteyn	0.00500%
	12	BANA	Fair
    Oaks Mall 	N	 	Hard/Springing
    Cash Management	Fairfax
    Company of Virginia L.L.C.	The
    Taubman Realty Group Limited Partnership; Morton Olshan	0.00250%
	13	MSMCH	Anderson
    Towne Center	N	 	Springing	Anderson
    Investors OH, LLC	Victory
    Real Estate Investments, LLC	0.02250%
	14	WFB	181
    Fremont Street	N	 	Hard/Upfront
    Cash Management	181
    Fremont Office LLC	Joseph
    K. Paul	0.00250%
	15	MSMCH	Shoppes
    at Chino Hills	N	 	Springing	Chino
    Dunhill LLC	Dunhill
    Partners, Inc.	0.00250%
	16	WFB	Empire
    Towers V	N	 	Springing	MGR
    Holdings 5, LLC	Michael
    G. Rademaker	0.00500%
	17	MSMCH	Regal
    Cinemas Lincolnshire	N	 	Springing	ECD-Lincolnshire
    Theatre II L.L.C.	Scott
    D. Greenberg	0.00500%
	18	BANA	Hyatt
    Place - Downtown Boise ID	N	 	Springing	Boise
    Hotel Investors, LLC	PEG
    Development, LLC	0.05250%
	19	WFB	CoolSprings
    Galleria	N	 	Hard/Springing
    Cash Management	CoolSprings
    Mall, LLC	CBL
    & Associates Limited Partnership; CBL & Associates Properites, Inc.; Teachers Insurance and Annuity Association of
    America; APG Asset Management US Inc.	0.00250%
	20	NCB	Bryant
    Gardens Corp.	N	 	None	Bryant
    Gardens Corp.	NAP	0.08000%
	21	WFB	Staybridge
    Suites Orlando Airport South	N	 	Springing	RA
    Coast LLC; EAS Coast LLC; Crest Hospitality LLC	Enrico
    Scarda	0.00500%
	22	BANA	Courtyard
    - Myrtle Beach SC	N	 	Hard/Springing
    Cash Management	AD1
    Myrtle Hotels, LLC	Alex
    Fridzon; Arie Fridzon; Jose Daniel Berman	0.00500%
	23	BANA	Royal
    View Estates	N	 	Springing	Royal
    View Estates, LLC	I.S.
    Properties L.P	0.00500%
	24	BANA	Garage
    M	N	 	Hard/Springing
    Cash Management	Garagem,
    L.P.	Olshan
    Properties	0.00500%
	25	BANA	Tacoma
    Mall Office Building	N	 	Hard/Springing
    Cash Management	M&M
    Tacoma Investments IV LLC; 3W TMOB Partners LLC	Jeffrey
    Mincheff; Arthur L. Wolfe	0.00500%
	26	NCB	Bon
    Aire Residents, Inc.	N	 	None	Bon
    Aire Residents, Inc.	NAP	0.08000%
	27	MSMCH	Discovery
    Centre	N	 	Springing	Haggerty
    4 LLC	Brad
    Zamler	0.00500%
	28	WFB	Holiday
    Inn Express - Oregon, OH	N	 	Springing	Oregon
    Hospitality, LLC	Jabbar
    Yousif; Saad Roumaya; Francis Shallal	0.05250%
	29	NCB	Jeffrey
    Gardens Apartment Corp.	N	 	None	Jeffrey
    Gardens Apartment Corp.	NAP	0.08000%
	30	BANA	Alvarado
    Sunset Apartments	N	 	Springing	Alvarado
    Sunset Davis Limited Partnership	Shiuh-Wuu
    Lee; Yueh-Ying H. Lee; Jing-Yuan Lee; Jing-Lan Lee	0.00500%
	31	WFB	Academy
    Professional Campus	N	 	Springing	Baird
    Colorado Springs, LLC	Bruce
    Baldwin	0.03500%
	32	BANA	Hampton
    Inn - Brenham TX	N	 	Hard/Upfront
    Cash Management	SRI
    Hospitality & Resorts I LP	Patel
    Family	0.00500%
	33	BANA	Stafford
    Court Apartments	N	 	Springing	SC18,
    LLC	Peter
    Confehr	0.00500%
	34	MSMCH	Memphis
    MF Portfolio	N	 	Springing	Lexington
    High Point Owner, LLC; Lexington Mendenhall Gardens Owner, LLC	John
    Planchon	0.00500%
	34.01	MSMCH	Mendenhall
    Gardens	 	 	 	 	 	 
	34.02	MSMCH	High
    Point Apartments	 	 	 	 	 	 
	35	WFB	32nd
    Street Retail	N	 	Hard/Upfront
    Cash Management	32nd
    St. LLC; 32nd St. Landis Family LLC; 32nd Street - Watavision LLC; 32nd-Medley LLC	Martin
    Landis	0.00500%
	36	WFB	100
    Grove Road	N	 	Soft/Upfront
    Cash Management	SFA
    100 Grove Road LLC	Jeffery
    C. Schneider	0.00500%
	37	NCB	2-4
    Windsor Terrace Owners, Inc.	N	 	None	2-4
    Windsor Terrace Owners, Inc.	NAP	0.08000%
	38	NCB	Harrison
    Gardens Owners, Inc.	N	 	None	Harrison
    Gardens Owners, Inc.	NAP	0.08000%
	39	WFB	Parts
    Authority and Laurel Self Storage	N	 	None	Schraf
    Associates, LLC	Dennis
    W. Schraf; James J. McCarthy	0.07250%
	40	NCB	415
    Gramatan Avenue Corporation 	N	 	None	415
    Gramatan Avenue Corporation	NAP	0.08000%
	41	BANA	Darien
    Pointe Plaza	N	 	Hard/Springing
    Cash Management	Darien
    Pointe, LLC	Edward
    F. Paliatka	0.00500%
	42	NCB	Greenwich
    and Perry Street Housing Corporation	N	 	None	Greenwich
    and Perry Street Housing Corporation	NAP	0.08000%
	43	BANA	Camberwell
    Apartments	N	 	Springing	Camberwell
    Associates Limited Partnership	John
    S. Newsome; Michael J. Doyle	0.00500%
	44	WFB	Rancho
    Lone Mountain Storage - NV	N	 	None	Rancho
    Lone Mountain Storage, L.L.C.	Lino
    Croaro; Antonette Croaro	0.00500%
	45	BANA	Maple
    Terrace Apartments	N	 	Springing	MT18,
    LLC	Peter
    Confehr	0.00500%
	46	BANA	Southwest
    Villas Jacksonville	N	 	Springing	SM-Southwest
    Villas, LLC	John
    S. Newsome; Michael J. Doyle	0.00500%
	47	NCB	530
    Riverdale Owners Corp.	N	 	None	530
    Riverdale Owners Corp.	NAP	0.08000%
	48	NCB	140
    E. 83rd Tenants Corp.	N	 	None	140
    E. 83rd Tenants Corp.	NAP	0.08000%
	49	BANA	Canby
    Gardens Apartments	N	 	Springing	CG18,
    LLC	Peter
    Confehr	0.00500%
	50	NCB	Penbrook
    Owners, Corp.	N	 	None	Penbrook
    Owners, Corp.	NAP	0.08000%
	51	NCB	Chapel
    Owners Corp.	N	 	None	Chapel
    Owners Corp.	NAP	0.08000%
	52	NCB	595
    McLean Owners, Inc.	N	 	None	595
    Mclean Owners, Inc.	NAP	0.08000%
	53	NCB	Crestwood
    Apartments, Inc.	N	 	None	Crestwood
    Apartments, Inc.	NAP	0.08000%
	54	NCB	Ridgecrest
    Owners Corp.	N	 	None	Ridgecrest
    Owners Corp.	NAP	0.08000%
	55	BANA	Palatka
    Oaks Apartments	N	 	Springing	SM-Palatka,
    LLC	John
    S. Newsome; Michael J. Doyle	0.00500%
	56	WFB	Keep
    Self Storage	N	 	None	Gefen
    Self Storage TX 3, LLC	Steven
    Weinstock; Daniella Weinstock	0.00500%
	57	NCB	78-06
    Owners Corp.	N	 	None	78-06
    Owners Corp.	NAP	0.08000%
	58	NCB	251
    Seaman Owners Corp.	N	 	None	251
    Seaman Owners Corp.	NAP	0.08000%
	59	NCB	439
    East 88 Owners Corp.	N	 	None	439
    East 88 Owners Corp.	NAP	0.08000%
	60	NCB	College
    Gardens Cooperative, Inc.	N	 	None	College
    Gardens Cooperative, Inc.	NAP	0.08000%
	61	NCB	68
    Laight Street Owners Corp.	N	 	None	68
    Laight Street Owners Corp.	NAP	0.08000%
	62	NCB	236
    East 28th Street Owners Corp.	N	 	None	236
    East 28th Street Owners Corp.	NAP	0.08000%


 


     


     


    

 


EXHIBIT
C



FORM OF INVESTMENT REPRESENTATION LETTER


 





Wells
Fargo Bank, National Association

as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage
Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


 


		Re:	Transfer
                                         of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (the “Certificates”).
Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


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


 


1.          Check
one of the following:*


 


		☐	The
                                         Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
                                         that is an “accredited investor” within the meaning of Rule 501(a)(1), (2),
                                         (3) or (7) of Regulation D (“Regulation D”) under the Securities Act
                                         of 1933,



 





 






*
      Purchaser must select one of the following two certifications. 


 






    Exhibit C-1


     


    

 





			as
                                         amended (the “Securities Act”) or any entity in which all of the equity
                                         owners are “accredited investors” within the meaning of Rule 501(a)(1), (2),
                                         (3) or (7) of Regulation D (each, an “Institutional Accredited Investor”)
                                         and has such knowledge and experience in financial and business matters as to be capable
                                         of evaluating the merits and risks of its investment in the Certificates, and the Purchaser
                                         and any accounts for which it is acting are each able to bear the economic risk of the
                                         Purchaser’s or such account’s investment. The Purchaser is acquiring the
                                         Certificates purchased by it for its own account or for one or more accounts, each of
                                         which is an Institutional Accredited Investor, as to each of which the Purchaser exercises
                                         sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for
                                         any costs incurred by it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.          The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially
in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificates (and any subsequent Certificates)
have not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent
to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted transactions) as expressed
herein.


 


3.          The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.          The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot 


 






    Exhibit C-2


     


    

 


be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


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


 


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


 


7.          Check
one of the following:**


 


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



 


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



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to 


 





 



 





**
    Each Purchaser must select one of the two alternative certifications.


 


***  Does not apply to
a transfer of Class R Certificates.


 



    Exhibit C-3


     


    

 



exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 





8.          Please
make all payments due on the Certificates:****


 


	☐	(a)	by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:





 





	 	Bank:	 	 






	 	ABA #: 	 	 






	 	Account #:	 	 






	 	Attention:	 	 





 





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


 





	 	 	 	 
	 	 	 	 
	 	 	 	 





 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 






 


	 	By:	 
	 	 	Name:
	 	 	Title:


 





 






****
 Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive
Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    Exhibit C-4


     


    

 


EXHIBIT
D-1



FORM OF TRANSFEREE AFFIDAVIT

FOR TRANSFERS OF CLASS R CERTIFICATES


 


[Date]


 


Wells
                                         Fargo Bank, National Association,

                                         as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – BANK 2018-BNK13


[OR
OTHER CERTIFICATE REGISTRAR]



 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of August 1, 2018, by and among Wells Fargo Commercial
                                         Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
                                         Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National
                                         Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator, Wilmington Trust, National
                                         Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
                                         Asset Representations Reviewer



 





	STATE OF	)
	 	)       ss.:
	COUNTY OF	)





 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


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


 



    Exhibit D-1-1


     


    

 


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


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.          Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


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


 






    Exhibit D-1-2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


☐         None
of the above.


 


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


 


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


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in 


 



    Exhibit D-1-3


     


    

 



substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


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


 


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


 


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


 


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


 


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


 


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


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit D-1-4


     


    

  


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


 





	 	 	 
	 	NOTARY PUBLIC
    in and for the
	 	      State
    of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 
	 	 	 


 






    Exhibit D-1-5


     


    

 


EXHIBIT
D-2



FORM OF TRANSFEROR LETTER FOR TRANSFERS

OF CLASS R CERTIFICATES


 


[Date]


 








Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BANK 2018-BNK13


[OR OTHER CERTIFICATE REGISTRAR]







 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)        No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)        The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)        The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in


 



    Exhibit D-2-1


     


    

 


the
future. The Transferor understands that the transfer of the Residual Certificates may not be respected for United States income
tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor
has conducted such an investigation.








	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit D-2-2


     


    

 


EXHIBIT
D-3



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 


 





Wells Fargo Bank, National Association,


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Risk Retention Custody (CMBS)
–


BANK 2018-BNK13


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Troy Stoddard, Esq.


Wells Fargo Law Department, D1053 300


301 South College St.


Charlotte, North Carolina 28202


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of August 1, 2018, by and among Wells Fargo Commercial
                                         Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
                                         Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National
                                         Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator, Wilmington Trust, National
                                         Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
                                         Asset Representations Reviewer



  


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:



 






    Exhibit D-3-1


     


    




 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 


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



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through Wells Fargo Securities, LLC,
                                         Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co., or
                                         an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the U.S. Credit Risk Retention Agreement, between Wells Fargo Bank,
                                         National Association, Morgan Stanley Capital Holdings LLC, Bank of America, National
                                         Association and Morgan Stanley Bank, N.A., dated and effective as of August 2, 2018
                                         (the “Credit Risk Retention Agreement”) as if it were a party to such
                                         agreement.



 


		D.	It
                                         hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention
                                         Agreement.



 


		E.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the RR Interest will satisfy the risk retention requirements of the Transferor, in
                                         its capacity as [sponsor][originator] under Regulation RR.



 


☐
 The transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 






    Exhibit D-3-2


     


    

 


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


 


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





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 






    Exhibit D-3-3


     


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RR INTEREST


 


[Date]


 





Wells Fargo Bank, National Association,


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Risk Retention Custody (CMBS)
–


BANK 2018-BNK13


[OR OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Bank, National Association,

as Retaining Sponsor


c/o Wells Fargo Securities, LLC


375 Park Avenue, 2nd Floor, J0127 023


New York, New York 10152


Attention: A.J. Sfarra


 


Troy Stoddard, Esq.


Wells Fargo Law Department, D1053 300


301 South College St.


Charlotte, North Carolina 28202







 


[EACH
OTHER HOLDER OF AN RR INTEREST]


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of RR Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells
Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer,
Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you that:


 





		1.	The
                                         transfer is in compliance with the Pooling and Servicing Agreement.





 






    Exhibit D-4-1


     


    

 


		2.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through Wells Fargo Securities, LLC,
                                         Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co. LLC
                                         or an affiliate thereof.



 


		3.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
                                         certifies, represents and warrants to you that:



 


		A.	The
                                         Transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Wells
                                         Fargo Bank, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Bank
                                         of America, National Association and Morgan Stanley Bank, N.A., dated and effective as
                                         of August 2, 2018 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


		☐	The
                                         transfer will occur after the termination of the RR Interest Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


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


 






    Exhibit D-4-2


     


    

 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


  


	 	[RETAINING
    SPONSOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Medallion Stamp Guarantee]


 



    Exhibit D-4-3


     


    

 


EXHIBIT
E



FORM OF REQUEST FOR RELEASE


 


(for
Custodian)


 





	Loan Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	[[General][NCB] Master Servicer] 



	 
	 	[[General][NCB]
Special Servicer]
Loan No.:

        
	
	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association

1055
        10th Ave SE
	 	Address:	

        Minneapolis,
        Minnesota 55414

        Attention: Document Custody Group

        BANK
        2018-BNK13

         

	 	Custodian/Trustee Mortgage File No.:	
	 
	Depositor
	 
	 	Name:	Wells Fargo Commercial Mortgage Securities, Inc.







	 	 	 
	 	Address:	c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra




        

	 	 	 
	 	Certificates:	BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates,
    Series 2018-BNK13


 


The
undersigned [[General][NCB] Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank,
National Association, as custodian (the “Custodian”) on behalf of Wilmington Trust, National Association, as
trustee (the “Trustee”), for the Holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates,
Series 2018-BNK13, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of August 1,
2018, by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National 


 



    Exhibit E-1


     


    

 


Association, as
General Master
Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


 


	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 





  


The
undersigned [[General][NCB] Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)        The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust
for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)        The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall not cause or permit the Documents to become subject to,
or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [Master
Servicer] [Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds
thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)        The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)        The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[[General][NCB] Master Servicer’s] [[General][NCB] Special Servicer’s] possession, custody or control.








	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 






    Exhibit E-2


     


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – BANK 2018-BNK13





[OR
OTHER CERTIFICATE REGISTRAR]


 


Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


  


		Re:	Transfer
                                         of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US $[___] aggregate initial [Notional Amount][Certificate
Balance] in the BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, [Class [X-E][X-F][X-G][E][F][G]
Certificates][ RR Interest] issued pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the
“Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


 


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


 


1.          The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA), a church plan
(as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan
subject to any federal, state or local law (“Similar 


 



    Exhibit F-1-1


     


    

 


Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each a “Plan”)
or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor
Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its
“insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III
of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute or result in a
non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975
of the Code or any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the
Master Servicers, the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations
Reviewer, the Operating Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either Special Servicer, any sub-servicer,
the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer,
the Initial Purchasers, the Underwriters or the Trust. 


 


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








	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]








	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date:
_________


 






    Exhibit F-1-2


     


    

 


EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R CERTIFICATES AND CLASS V CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) – BANK 2018-BNK13


[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]


[______]


[______]


Attention:
[______]


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13, [Class V][Class R] Certificates (the “[Class V][Class R]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class
V][Class R] Certificate, the Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or to Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(“Similar Law”) (each, a “Plan”), or (b) a person acting on behalf of any 


 



    Exhibit F-2-1


     


    

 


such Plan
(including any entity whose
underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of a Plan to purchase such [Class
V][Class R] Certificate.


 


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


	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Date:
_______


 






    Exhibit F-2-2


     


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


 


See
Annex B to the Prospectus


 






    Exhibit G-1


     


    

 


EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee – BANK 2018-BNK13, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__]. 





	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit H-1


     


    

  


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS) BANK 2018-BNK13



 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


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


 





 



*
        Select appropriate depository. 


 






    Exhibit I-1


     


    

 


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


 


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


 


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


 


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


 


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


 


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








	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 






    Exhibit I-2


     


    

 


EXHIBIT
J



FORM OF TRANSFER CERTIFICATE FOR RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE
AFTER RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(d)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


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


 


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


 






    Exhibit J-1


     


    

 


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


 


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


 


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


 


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


 


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





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 






    Exhibit J-2


     


    

 


EXHIBIT
K



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY
CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.03(e)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


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


 





 



*
       Select appropriate depository.


 



    Exhibit K-1


     


    

 


Rule
144A and in accordance with any applicable securities laws of any state of the United States or other applicable
jurisdiction.


 


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





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit K-2


     


    

 


EXHIBIT
L



FORM OF TRANSFER CERTIFICATE FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY
CERTIFICATE AFTER RESTRICTED PERIOD


 


(Exchanges
pursuant to Section 5.03(f)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



*
        Select, as applicable.


 






    Exhibit L-1


     


    

 


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








	 	 	 
	 	Dated:______________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the
    Certificates to which this certificate relates.


 






    Exhibit L-2


     


    

 


EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO TEMPORARY REGULATION S BOOK-ENTRY
CERTIFICATE


 


(Exchanges
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


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


 


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


 





 



*
    Select appropriate depository.


 






    Exhibit M-1


     


    

 


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


 


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


 


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


 


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


 


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


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
________



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 






    Exhibit M-2


     


    

 


EXHIBIT
N



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


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


 


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


 






    Exhibit N-1


     


    

 


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


 


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


 


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


 


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


 


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





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 





 



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


 






    Exhibit N-2


     


    

 


EXHIBIT
O



FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A BOOK-ENTRY CERTIFICATE


 


(Exchange
or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar


600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


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


 






    Exhibit O-1


     


    

 


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





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    Exhibit O-2


     


    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.          [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In


 



    Exhibit P-1A-1


     


    

 


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


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


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


 


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





	 	 	 
	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    Exhibit P-1A-2


     


    

 



 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (FOR THE 

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


	Wells
                           Fargo Bank, National Association Commercial Mortgage Servicing

                           Three Wells Fargo

                           MAC D1050-084

                           401 South Tryon Street, 8th Floor

                           Charlotte, North Carolina 28202

                           Attention: BANK 2018-BNK13 Asset Manager

        Commercial.servicing@wellsfargo.com

        
	 	Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    BANK

    Series 2018-BNK13

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York, 14228

        Attention: BANK 2018-BNK13 Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com

         
	 	Wells Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota 55479

    Attention: Corporate Trust Services (CMBS)

    BANK Series 2018-BNK13
	 	 	 
	Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – BANK 2018-BNK13

        

        CMBSTrustee@wilmingtontrust.com

         

        National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number (703) 647-3473

        Email: kluzik@ncb.coop

        
	 	Torchlight Loan Services, LLC

    475 Fifth Avenue

    New York, New York 10017

    Attention: William Clarkson

    BANK 2018-BNK13

    Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com



 

		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class Certificates



 






    	Exhibit P-1B-1 



     


    

 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of a majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit


 






    	Exhibit P-1B-2 



     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


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


 


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


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:




 






    	Exhibit P-1B-3 



     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR PERSONS 

OTHER THAN THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION


CONSULTATION PARTY AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    	Exhibit P-1C-1 



     


    

 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


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


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


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


 






    	Exhibit P-1C-2 



     


    

 


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


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    	Exhibit P-1C-3 



     


    

 


EXHIBIT
P-1D


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (FOR THE 

DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


	Wells
                                         Fargo Bank, National Association Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: BANK 2018-BNK13 Asset Manager

        

        Commercial.servicing@wellsfargo.com 
	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    BANK

    Series 2018-BNK13

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
                                         Surveillance LLC

                                         375 N. French Road, Suite 100

                                         Amherst, New York, 14228

                                         Attention: BANK 2018-BNK13 Transaction Manager

                                         With a copy sent via email to: notices@pentalphasurveillance.com

         
	 	Wells
    Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota 55479

    Attention: Corporate Trust Services (CMBS)

    BANK 2018-BNK13
	 	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: CMBS Trustee – BANK 2018-BNK13

        

        CMBSTrustee@wilmingtontrust.com

         

        National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number (703) 647-3473

        Email: kluzik@ncb.coop

        
	 	Torchlight
    Loan Services, LLC

    475 Fifth Avenue

    New York, New York 10017

    Attention: William Clarkson

    BANK 2018-BNK13

    Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com



 

		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class Certificates



 






    	Exhibit P-1D-1 



     


    

 


In
accordance with the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”),
by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


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


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent 


 






    	Exhibit P-1D-2 



     


    

 


the
undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling
and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed
above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.     
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and
Servicing Agreement.


 


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


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    	Exhibit P-1D-3 



     


    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
                                         Fargo Bank, National Association Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: BANK 2018-BNK13 Asset Manager

        

        Commercial.servicing@wellsfargo.com 
	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    BANK

    Series 2018-BNK13

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2018-BNK13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com
	 	Wells
    Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota 55479

    Attention: Corporate Trust Services (CMBS)

    BANK Series 2018-BNK13
	 	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: CMBS Trustee – BANK 2018-BNK13

        

        CMBSTrustee@wilmingtontrust.com

         

        National
        Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number (703) 647-3473

        Email: kluzik@ncb.coop

        
	 	Torchlight
    Loan Services, LLC

    475 Fifth Avenue

    New York, New York 10017

    Attention: William Clarkson

    BANK 2018-BNK13

    Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com



 

		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class Certificates



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2018-BNK13, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-BNK13, 


 






    	Exhibit P-1E-1 



     


    

 


REQUIRING
ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.]


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain


 






    	Exhibit P-1E-2 



     


    

 


information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned


 






    	Exhibit P-1E-3 



     


    

 


has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


10.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


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


 


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





		 	 	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]

                   
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


  


Dated:
_______



 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    	Exhibit P-1E-4 



     


    

 


EXHIBIT
P-1F



FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED CONTROLLING CLASS 

HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13

cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association,

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: BANK 2018-BNK13


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	Exhibit P-1F-1 



     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the BANK 2018-BNK13 securitization should be revoked as to such users:


 





	 
	 
	 
	 
	 
	 
	 


 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


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


 


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


 






    	Exhibit P-1F-2 



     


    

 





	 	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 	 
			Name:

Title:


  


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator



 








	 	 
	Name:	 
	Title:	 


 






    	Exhibit P-1F-3 



     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	Wells
                                         Fargo Bank, National Association Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: BANK 2018-BNK13 Asset Manager

        

        Commercial.servicing@wellsfargo.com 
	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    BANK

    Series 2018-BNK13

    trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 	 
	Pentalpha
                                         Surveillance LLC

                                         375 N. French Road, Suite 100

                                         Amherst, New York, 14228

                                         Attention: BANK 2018-BNK13 Transaction Manager

                                         With a copy sent via email to: notices@pentalphasurveillance.com

        
	 	Wells Fargo
    Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota 55479

    Attention: Corporate Trust Services (CMBS)

    BANK Series 2018-BNK13
	 	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: CMBS Trustee – BANK 2018-BNK13

        

        CMBSTrustee@wilmingtontrust.com

         

        National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop 
	 	Torchlight
    Loan Services, LLC

    475 Fifth Avenue

    New York, New York 10017

    Attention: William Clarkson

    BANK 2018-BNK13

    Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com



 

		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Class [__]
                                         Certificates



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






    	Exhibit P-1G-1 



     


    

 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


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


 


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


 





	 	 	 	[Directing Certificateholder]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:


 


Dated:
_______



cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    	Exhibit P-1G-2 



     


    

 


EXHIBIT
P-1H



Form of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	Wells
                                         Fargo Bank, National Association

                                         Commercial Mortgage Servicing

                                         Three Wells Fargo

                                         MAC D1050-084

                                         401 South Tryon Street, 8th Floor

                                         Charlotte, North Carolina 28202

                                         Attention: BANK 2018-BNK13 Asset Manager

        

        Commercial.servicing@wellsfargo.com

        
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    BANK 2018-BNK13

    (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com)
	 	 
	Pentalpha Surveillance
    LLC

    375 N. French Road, Suite 100

    Amherst, New York, 14228

    Attention: BANK 2018-BNK13 Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com	Wells
                                         Fargo Bank, National Association

        

        600
        South 4th Street, 7th Floor

        MAC N9300-070

        

        Minneapolis,
        Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2018-BNK13

        

	 	 
	Wilmington
                                         Trust, National Association

                                         1100 North Market Street

                                         Wilmington, Delaware 19890

                                         Attention: CMBS Trustee – BANK 2018-BNK13

                                         (with a copy sent to cmbstrustee@wilmingtontrust.com)

         

        National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop
	Torchlight
    Loan Services, LLC

    475 Fifth Avenue

    New York, New York 10017

    Attention: William Clarkson

    BANK 2018-BNK13

    Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com



 






    	Exhibit P-1H-1 



     


    

 

		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, RR Interest 



 


In
accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[FOR
ANY SUCCESSOR RISK RETENTION CONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


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


 


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


 





	 	 	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 	 	 	 
	 	 	 	By:	 
		 	 		Name:
	 	 	 	 	Title:





 


Dated:
_______ 


 


cc: Wells Fargo Commercial Mortgage Securities, Inc.


 






    	Exhibit P-1H-2 



     


    

  


EXHIBIT
P-2



FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13


 


		Attention:	BANK
2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 _____________



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


2.       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with
respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information
received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have
access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions
of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


  





    Exhibit P-2-1


     


    




 


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




 





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


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    Exhibit P-2-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with Wells Fargo Securities,
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial
Mortgage Securities, Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General
Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer
and NCB Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee
and the assets underlying or referenced by the Certificates, including the identity of, and financial information with respect
to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


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


 


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


 


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


 


is
independently developed by the NRSRO without reference to any Confidential Information.


 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 






    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


use
information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does
not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 






    Exhibit P-2-4


     


    

 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: Matthew Orrino

E-mail: wfs.cmbs@wellsfargo.com


 






    Exhibit P-2-5


     


    

 


EXHIBIT
P-3



ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13


 


		Attention:	BANK
2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 ___________



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities,
Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit
                                         Group Limited, Moody’s Analytics or Thomson Reuters Corporation, a market data
                                         provider that has been given access to the Statements to Certificateholders, CREFC®
                                         Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


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



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement
                                         by itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicers, the Special Servicers, the Operating
                                         Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 



 






    	Exhibit P-3-1 



     


    

 


liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.


 


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



 


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


 





	 	By:	 
	 	Title:
	 	Company:
	 	Phone:


 






    	Exhibit P-3-2 



     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing
Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank,
N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the final proviso of the definition
of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or,
with respect to clause (xii), a copy of such letter of credit and the required officer’s certificate), if any, of the definition
of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered
by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear
to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c)
in the definition of “Mortgage Loan Schedule” is correct.


 


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


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Custodian

	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 






    	Exhibit Q-1 



     


    

 


SCHEDULE
A


 


[APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 





Wells Fargo Commercial Mortgage Securities, Inc.

c/o Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor, J0127-023

New York, New York 10152

Attention: A.J. Sfarra


CRRCompliance@wellsfargo.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P Global Ratings


55 Water Street, 41st Floor


New York, New York 10041


Attention: Commercial Mortgage Surveillance Manager


Email: cmbs_info_17g5@standardandpoors.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager


commercial.servicing@wellsfargo.com


 


Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com







 






    	Exhibit Q-2 



     


    

 





National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop


 


with a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Steven M. Kornblau


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK13


CMBSTrustee@wilmingtontrust.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13


trustadministrationgroup@wellsfargo.com


cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2018-BNK13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com


 


Wells Fargo Bank, National Association


301 South College St.


Charlotte, North Carolina
28202


Attention: BANK 2018-BNK13,


Commercial Mortgage
Pass-Through Certificates, Series 2018-BNK13


with a copy to:


Troy Stoddard, Esq.,
Senior Counsel


Wells Fargo Law Department,
D1053-300


301 South College St.


Charlotte, North Carolina,
28202


troy.stoddard@wellsfargo.com







 






    	Exhibit Q-3 



     


    

 





and a copy to:


Jacqueline M. Gelman


Wells Fargo Bank, National Association


10 South Wacker, 32nd Floor


Chicago, Illinois 60606


Telephone number: (312) 827-1531


Email: jacqueline.m.gelman@wellsfargo.com


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III

email: leland.f.bunch@baml.com



with copies to:



Todd Stillerman, Esq.

Assistant General Counsel & Director

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 18th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

email: todd.stillerman@bankofamerica.com


and


Katten Muchin Rosenman LLPP

550 S. Tryon St., Suite 2900

Charlotte, North Carolina 28202

Attention: Joshua J. Yablonski, Esq.

email: Joshua.yablonski@kattenlaw.com

Facsimile: (704) 444-2050


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Jane H. Lam


with a copy to:


Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division

Email: cmbs_notices@morganstanley.com


Torchlight Investors, LLC







 






    	Exhibit Q-4 



     


    

 





475 Fifth Avenue


New York, New York 10017


Attention: William Stasiulatis


BANK 2018-BNK13


Email: bstasiulatis@torchlightinvestors.com


 


with a copy to:



Torchlight Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com

Fax: (646) 253-9753







 






    	Exhibit Q-5 



     


    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager

Email: commercial.servicing@wellsfargo.com

Telecopy Number: (704) 715-0036]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 



 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of August 1, 2018 (the
“Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer [(in such capacity, the “General Master Servicer”)], Torchlight
Loan Services, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer [(in such capacity, the
“NCB Master Servicer”)] and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), the Trustee, and Pentalpha Surveillance LLC, as operating
advisor and as asset representations reviewer hereby constitutes and appoints the [General][NCB] Master Servicer, by and through
the [General][NCB] Master Servicer’s officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Master Servicer and all properties (“Mortgaged Properties”)
administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute and acknowledge in 


 






    	Exhibit R-1-1 



     


    

 


writing
or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated
transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties; provided,
however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the
meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the
refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and
in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and 


 






    	Exhibit R-1-2 



     


    

 


claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.       With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.       The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.       The
execution and delivery of the following:


 






    	Exhibit R-1-3 



     


    

 





		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;





 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         or REO Properties (including agreements and requests by any borrower with respect to
                                         modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties or REO Properties, instruments relating to the custody of any
                                         collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections 


 






    	Exhibit R-1-4 



     


    

 


afforded
the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the power to initiate or defend
any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein
or in the Agreement. If the [General][NCB] Master Servicer receives any notice of suit, litigation or


 


proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall
promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the [General][NCB] Master Servicer under the
Agreement or to allow the [General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage
Notes not authorized by the Agreement.


 


The
[General][NCB] Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 





IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BANK 2018-BNK13 has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 





	 	Pay to the order of
WILMINGTON TRUST, NATIONAL
        ASSOCIATION, as Trustee for the benefit of      the registered holders of BANK 2018-BNK13,      Commercial Mortgage Pass-Through        Certificates, Series 2018-BNK13

	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 






    	Exhibit R-1-5 



     


    

 





	 	Prepared by:
	 	 	 
	 	 	Name:


 


 





	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 


 






    	Exhibit R-1-6 



     


    

 





	STATE OF DELAWARE	)	 
	 	)    ss.:	 
	COUNTY OF	)	 


 


On
__________________, before me, _____________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


 






    	Exhibit R-1-7 



     


    

 






 





EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


[Torchlight
Loan Services, LLC

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com]


 


[National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop] 


        



 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of August 1, 2018 (the
“Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer, Torchlight Loan Services, LLC, as general special servicer [(the “General
Special Servicer”)], National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer [(in such capacity,
the “NCB Special Servicer”)], Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, relating to the BANK 2018-BNK13, Commercial
Mortgage Pass-Through Certificates, Series 2018-BNK13, hereby constitutes and appoints the [General][NCB] Special Servicer, by
and through the [General][NCB] Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Special Servicer and all properties (“REO Properties”) administered
by the [General][NCB] Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp
all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items
1 through 13 below with respect to the Mortgage Loans and REO Properties; provided, however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if


 






    Exhibit R-2-1


     


    

 


such
documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the
meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that (i) said modification
                                         or re-recording, in either instance, does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.
                                         



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned. 



 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower. 



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         Notes or the related promissory note, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REP Property, and the pursuit of title
                                         insurance, hazard insurance



 



    Exhibit R-2-2


     


    

 





	 	 	and
                                         claims in bankruptcy proceedings, including, without limitation, any and all of the following
                                         acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust; 



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance; 



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale; 



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale; 



 


		e.	the
                                         taking of deed in lieu of foreclosure; 



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust; 



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings; 



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and 



 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 8.a. through 8.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation: 



 


		a.	listing
                                         agreements; 



 


		b.	purchase
                                         and sale agreements; 



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a
                                         party contracted to purchase same;









 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 






    Exhibit R-2-3


     


    

 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as


 






    Exhibit R-2-4


     


    

 


the
undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the
date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General][NCB] Special Servicer has the power to delegate its rights or obligations under the Agreement,
the [General][NCB] Special Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association,
as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Special Servicer’s
attorneys-in-fact shall have no greater authority than that held by the [General][NCB] Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB]
Special Servicer the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National
Association except as specifically provided for herein. If the [General][NCB] Special Servicer receives any notice of suit, litigation
or proceeding in the name of Wilmington Trust, National Association, then the [General][NCB] Special Servicer shall promptly forward
a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General][NCB] Special Servicer under the Agreement
or to allow the [General][NCB] Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes
not authorized by the Agreement.


 


The
[General][NCB] Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or
willful misuse, of this Limited Power of Attorney by the [General][NCB] Special Servicer. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under
the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 



    Exhibit R-2-5


     


    




 





IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for BANK 2018-BNK13 has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





Pay to the order of Wilmington Trust, National Association,

as Trustee for the benefit of the registered holders of

BANK 2018-BNK13, Commercial Mortgage Pass-Through

Certificates, Series 2018-BNK13







  


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Prepared by:	 	 
	 	 	 
	 	 	Name:
	 	 	 
	Witness:	 	 
	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 






 






    Exhibit R-2-6


     


    







 





	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF	)



 


On
__________________, before me, _____________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.






	  	 
	Notary signature	 



 






    Exhibit R-2-7


     


    




 






EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion
    Holder
	Griffin
    Portfolio II Whole Loan	Note
                                         A-1-2-1 and Note A-2-2-1

         

        MSC
        2018-H3

         

        NOTICE
        ADDRESS

         

        

        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        CMBS Trustee – MSC 2018-H3

        With a copy by email to: cmbstrustee@wilmingtontrust.com

         

        Note
        A-2-1

         

        

        KeyBank National Association

         

        NOTICE
        ADDRESS

         

        KeyBank
        National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Joe DeRoy

        Facsimile No.: (877) 379-1625

         

        with
        a copy to:

        

        Polsinelli PC

        900 W. 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Casandra Carpenter

        Facsimile No.: (816) 572-5032

         

        Note
        A-2-2-2 and Note A-2-3

         

        UBS
        2018-C11

         

        NOTICE
        ADDRESS

         

        Wells
        Fargo Bank, National Association




 






    Exhibit S-1 


     


    

 


	 	

                                                                                                                                       9062
                                         Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Attention: Corporate Trust Services: UBS 2018-C11

                                                                                                                                        

                                                                                                                                       with
                                         a copy to:

                                                                                                                                        

                                                                                                                                       cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com

	Pfizer
    Building	Note
                                         A-2 and Note A-3

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS

         

        Morgan
        Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with
        a copy to:

         

        Morgan
        Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

        and

         

        cmbs_notices@morganstanley.com

	Showcase
    II Whole Loan	Note
                                         A-2 and Note A-3

         

        Wells
        Fargo Bank, National Association

         

        NOTICE
        ADDRESS

         

        Wells
Fargo Bank, National Association

375 Park Avenue, 2nd Floor

J0127-023

New York, New York 10152

Attention: A.J. Sfarra

        Email:
Anthony.sfarra@wellsfargo.com



with a copy to:



Jeff D. Blake, Esq.

Senior Counsel 

        

        




 






    Exhibit S-2 


     


    

 


		Wells
                                         Fargo Law Department
 D1053-300
 301 South College St.
 Charlotte, North Carolina
                                         28202

                                                                                Email:
                                         jeff.blake@wellsfargo.com

                                                                                 

                                                                                with
                                         a copy to (if by email):

                                                                                 

                                                                                mike.jewesson@alston.com
                                         and

                                                                                peter.mckee@alston.com

	Plaza
    Frontenac Whole Loan	Note
                                         A-1

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS

         

        Morgan
        Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with
        a copy to:

         

        Morgan
        Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

        And

         

        cmbs_notices@morganstanley.com

	Town
    Center Aventura Whole Loan	Note
                                         A-2

         

        Wells
        Fargo Bank, National Association

         

        NOTICE
        ADDRESS

         

        Wells
        Fargo Bank, National Association

        375 Park Avenue, 2nd Floor

        J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

         

        Email:
        Anthony.sfarra@wellsfargo.com

        

        with a copy to:


         




 






    Exhibit S-3 


     


    

 


	 	Jeff
                                         D. Blake, Esq.
 Senior Counsel
 Wells Fargo Law Department
 D1053-300
 301
                                         South College St.
 Charlotte, North Carolina 28288
 Email: jeff.blake@wellsfargo.com

                                                                                 

                                                                                with
                                         a copy to (if by email):

                                                                                 

                                                                                mike.jewesson@alston.com
                                         and 

                                         peter.mckee@alston.com

                                                                                 

	Anderson
    Towne Center Whole Loan	Note
                                         A-2

         

        Morgan
        Stanley Bank, N.A.

         

        NOTICE
        ADDRESS

         

        Morgan
        Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane H. Lam

         

        with
        a copy to:

         

        Morgan
        Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

         

        and

         

        cmbs_notices@morganstanley.com






 






    Exhibit S-4 


     


    

  


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR
1745 BROADWAY - NY MORTGAGE LOAN:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: WFCM 2018-1745 Asset Manager

Fax Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:



Mayer Brown LLP

214 North Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady, Esq.]


 


[FOR
FAIR OAKS MALL MORTGAGE LOAN: 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and
a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033]


 






    Exhibit T-1 


     


    

 


 


[FOR
181 FREMONT STREET MORTGAGE LOAN:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager

Facsimile number: (704) 715-0036


 


With
a copy by email to:


 


commercial.servicing@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

Charlotte, North Carolina 28202-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: Benchmark 2018-B4


 


with
a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Benchmark 2018-B4

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com]


 


[FOR
SHOPPES AT CHINO HILLS mortgage loan: 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: MSC 2018-H3 Asset Manager

Facsimile: (704) 715-0036



With a copy by e-mail to: commercial.servicing@wellsfargo.com


 






    Exhibit T-2 


     


    

 


with
a copy to:


 


Wells
Fargo Bank, National Association Legal Department

301 S. College St., TW 30

Charlotte, North Carolina 28202

Fax Number: (816) 412-9338

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSC 2018-H3


 


with
a copy to:


 


K&L
Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann, Esq.]


 


[FOR
CoolSprings galleria MORTGAGE LOAN:





Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK12 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


and
a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

Facsimile Number: (704) 377-2033]


 


VIA
EMAIL


 


		Re:	BANK
                                         2018-BNK13,

                                         Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


As
you know, [______], acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged
property][portfolio of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”)
under the pooling and servicing agreement relating to the [______] securitization trust (the “PSA”). This is
to inform you that one or more of the promissory notes related to the Subject Whole Loan (the “Subject


 



    Exhibit T-3 


     


    

 


Mortgage
Loan”) has been transferred to BANK 2018-BNK13 pursuant to that certain Pooling and Servicing Agreement, dated August
1, 2018 (the “2018-BNK13 Pooling Agreement”) by and among Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “2018-BNK13 Master
Servicer”), Torchlight Loan Services, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master
servicer and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“2018-BNK13 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2018-BNK13
Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, and that the
2018-BNK13 Trustee is the holder of the Subject Mortgage Loan.


 


The
undersigned, as 2018-BNK13 Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject
Whole Loan, to remit to the 2018-BNK13 General Master Servicer all amounts payable to, and forward, deliver or otherwise make
available, as the case may be, to the 2018-BNK13 General Master Servicer all reports, statements, documents, communications, and
other information that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan
under the related Intercreditor Agreement (as such term is defined in the 2018-BNK13 Pooling and Servicing Agreement) and the
PSA.


 


The
Subject Mortgage Loan [is] [not] a Significant Obligor (as such term is defined in the 2018-BNK13 Pooling and Servicing Agreement)
under the 2018-BNK13 Pooling and Servicing Agreement.


 


Thank
you for your attention to this matter.


 





	Date:	 	 	 
	 	 
	 	Wells
                                                                                                            Fargo Bank, National Association, as  Certificate Administrator for the Holders of  the BANK 2018-BNK13, Commercial
                                                                                                            Mortgage Pass-Through
                                         Certificates, Series 2018-BNK13
	 	 	 
		By:	 
	 	 	Name:

                                         Title:


 






    Exhibit T-4 


     


    







 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	DBRS,
                                         Inc.

                                         333 West Wacker Drive, Suite 1800

                                         Chicago, Illinois 60606

                                         Attention: Commercial Mortgage Surveillance

                                         Facsimile No.: (312) 332-3492

                                         Email: cmbs.surveillance@dbrs.com



 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	[Wells
                                         Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as
                                         [General][NCB] Master Servicer under the Pooling and Servicing Agreement dated as of
                                         August 1, 2018 (the “Pooling and Servicing Agreement”), by and among
                                         Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
                                         Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special
                                         Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
                                         National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
                                         and as Asset Representations Reviewer.



 


Date:
_________, 20___


 






    Exhibit U-1 


     


    

 





		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Mortgage
Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule by the following names:____________________

 ____________________


 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
[General][NCB] Master Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)        Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____     a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____     a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)        Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)         The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)         The
defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with
the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    

 


(v)       The
[General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real
Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to
restrictions in its organizational documents substantially similar to those contained in the organization documents of the original
Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns
no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed
to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan
documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance),
(iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after
the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of
the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
[General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants, who were
approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of
the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four
(4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any
calendar or fiscal year will not


 



    Exhibit U-3 


     


    

 


exceed
such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance)
for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
[General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN
WITNESS WHEREOF, the [General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned
above.


 





	 	[________________]

                                          as [General][NCB] Master Servicer
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 







    Exhibit U-5 


     


    

 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”).





Transaction:
BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13





Operating
Advisor: Pentalpha Surveillance LLC





[General
Special Servicer: Torchlight Loan Services, LLC]





[NCB
Special Servicer: National Cooperative Bank, N.A.]





Directing
Certificateholder: [[TORCHLIGHT OR AN AFFILIATE]]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         [General][NCB] Special Servicer has notified the Operating Advisor that [●] Specially
                                         Serviced Loans were transferred to special servicing in the prior calendar year [INSERT
                                         YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special
                                         Servicer as part of the development of an Asset Status Report.



 


		b.	Asset
                                         Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
                                         implemented.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the [General][NCB] Special Servicer’s operational activities to service certain
Specially Serviced Loans in accordance with the reported actions on the loans identified in this report. Based solely on such
limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the [General][NCB]
Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties
under the Pooling and Servicing Agreement during the prior calendar year on a “asset-level basis”. [The Operating
Advisor believes, in its sole discretion exercised in good faith, that the 


 






 



 


1
       This report is an indicative report and does not reflect the final form of annual
report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and
content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including,
without limitation, provisions relating to Privileged Information.





 



    Exhibit V-1 


     


    

 


[General][NCB] Special Servicer has failed
to materially comply with the Servicing Standard as a result of the following material deviations.]


 


●
[LIST OF MATERIAL DEVIATION ITEMS]


 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


●
[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


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


 


		1.	Reviewed
                                         the Asset Status Reports, the [General][NCB] Special Servicer’s assessment of compliance
                                         report, attestation report by a third party regarding the [General][NCB] Special Servicer’s
                                         compliance with its obligations and net present value calculations and Appraisal Reduction
                                         Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [ ] Specially
                                         Serviced Loans: [List related mortgage loans]



 


		2.	Consulted
                                         with the [General][NCB] Special Servicer as provided under the Pooling and Servicing
                                         Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including
                                         related net present value calculations and Appraisal Reduction Amount calculations) related
                                         to the Specially Serviced Loans should be considered a limited investigation and not
                                         be considered a full or limited audit. For instance, we did not re-engineer the quantitative
                                         aspects of their net present value calculator, visit any property, visit the [General][NCB]
                                         Special Servicer, visit the Directing Certificateholder or interact with any borrower.
                                         In addition, our review of the net present value calculations and Appraisal Reduction
                                         Amount calculations is limited to the mathematical accuracy of the calculations and the
                                         corresponding application of the non-discretionary portions of the applicable formulas,
                                         and as such, does not take into account the reasonableness of the discretionary portions
                                         of such formulas.



 


		III.	Specific
                                         Items of Review



 


		1.	The
                                         Operating Advisor reviewed the following items in connection with the generation of this
                                         report: [LIST MATERIAL ITEMS].



 


		2.	During
                                         the prior year, the Operating Advisor consulted with the [General][NCB] Special Servicer
                                         regarding its strategy plan for a limited number of issues related to the following Specially
                                         Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
                                         observations and recommended alternative courses of action to the extent it deemed such
                                         observations and recommendations appropriate.



 


		3.	Appraisal
                                         Reduction Amount calculations and net present value calculations:



 






    Exhibit V-2 


     


    

 


		4.	The
                                         Operating Advisor [received/did not receive] information necessary to recalculate and
                                         verify the accuracy of the mathematical calculations and the corresponding application
                                         of the non-discretionary portions of the applicable formulas required to be utilized
                                         in connection with any Appraisal Reduction Amount or net present value calculations used
                                         in the [General][NCB] Special Servicer’s determination of what course of action
                                         to take in connection with the workout or liquidation of a Specially Serviced Loan prior
                                         to the utilization by the [General][NCB] Special Servicer.



 


		a.	The
                                         Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		b.	After
                                         consultation with the [General][NCB] Special Servicer to resolve any inaccuracy in the
                                         mathematical calculations or the application of the non-discretionary portions of the
                                         related formula in arriving at those mathematical calculations, such inaccuracy [has
                                         been/ has not been] resolved.



 


		5.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



 


		6.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the [general][NCB] special servicer’s obligations under the Pooling and Servicing
                                         Agreement that the Operating Advisor determines, in its sole discretion exercised in
                                         good faith, to be immaterial.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the [General][NCB] Special
                                         Servicer’s and Directing Certificateholder’s discussion(s) regarding any
                                         Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Certificateholder or borrower directly. As such, the Operating Advisor
                                         relied upon the information delivered to it by the [General][NCB] Special Servicer as
                                         well as its interaction with the [General][NCB] Special Servicer, if any, in gathering
                                         the relevant information to generate this report. The services we perform are not designed
                                         and cannot be relied upon to detect fraud or illegal acts should any exist.



 






    Exhibit V-3 


     


    

 


		4.	The
                                         [General][NCB] Special Servicer has the legal authority and responsibility to service
                                         any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating
                                         Advisor has no responsibility or authority to alter the standards set forth therein or
                                         direct the actions of the [General][NCB] Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communications held between it and the [General][NCB]
                                         Special Servicer regarding any Specially Serviced Loans and certain information it reviewed
                                         in connection with its duties under the Pooling and Servicing Agreement. As a result,
                                         this report may not reflect all the relevant information that the Operating Advisor is
                                         given access to by the [General][NCB] Special Servicer.



 


		6.	There
                                         are many tasks that the [General][NCB] Special Servicer undertakes on an ongoing basis
                                         related to Specially Serviced Loans. These include, but are not limited to, assumptions,
                                         ownership changes, collateral substitutions, capital reserve changes, etc. The Operating
                                         Advisor does not participate in any discussions regarding such actions. As such, Operating
                                         Advisor has not assessed the [General][NCB] Special Servicer’s operational compliance
                                         with respect to those types of actions.



 


		7.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		8.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the [General][NCB] Special Servicer as
                                         described above. The Operating Advisor does not have a fiduciary relationship with any
                                         Certificateholder or any other party or individual. Nothing is intended to or should
                                         be construed as creating a fiduciary relationship between the Operating Advisor and any
                                         Certificateholder, party or individual.



 


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


 




    Exhibit V-4 


     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF the [General][ncb] SPECIAL SERVICER


 


Wilmington
Trust, National Association

as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – BANK 2018-BNK13


 


Wells
Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2018-BNK13





Email:
trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


[Torchlight
Loan Services, LLC

as General Special Servicer

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com]


 


[National
Cooperative Bank, N.A.





as
NCB Special Servicer





2011
Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13, Recommendation
                                         of Replacement of [General][NCB] Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo
Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust,


 



    Exhibit W-1 


     


    

 


National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)
regarding the replacement of the [General][NCB] Special Servicer. Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the [General][NCB] Special Servicer’s actions conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [Torchlight Loan Services, LLC][National Cooperative Bank, N.A.],
in its current capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting
in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [Torchlight Loan Services, LLC][National Cooperative Bank, N.A.] be removed
as [General][NCB] Special Servicer and that [________] be appointed its successor in such capacity.





 


	 	Very
                                         truly yours,
	 	 
	 	              [The Operating Advisor]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 








Dated:


 




    Exhibit W-2 


     


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Torchlight
Loan Services, LLC

as General Special Servicer

475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com]


 


[National
Cooperative Bank, N.A. 


as
NCB Special Servicer


2011
Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	Access
                                         to Certain Information Regarding BANK 2018-BNK13, Commercial Mortgage Pass-Through Certificates,
                                         Series 2018-BNK13



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and Servicing
Agreement”), among the Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)][National Cooperative Bank, N.A. (“NCB”)][Torchlight
Loan Services, LLC (“Torchlight”)] understands that [____] (the “Company”) is requesting
certain confidential or non-public information relating to the


 



    Exhibit X-1 


     


    

 





[                    ]
[        ], 20[    ]

Page 2


 


Mortgage
Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose
of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells
Fargo][NCB][Torchlight] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo][NCB][Torchlight] by
third parties, (b) may not have been verified by [Wells Fargo][NCB][Torchlight], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/ Torchlight], the [“General Master Servicer”][“NCB Master Servicer”][“General
Special Servicer”][“NCB Special Servicer”] (as defined in the Pooling and Servicing Agreement) and
its respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells
Fargo][NCB][Torchlight]’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding
the foregoing, the following will not constitute “Confidential Information” for purposes of this letter agreement:
(a) information that was already in Company’s possession prior to its receipt from [Wells Fargo][NCB][Torchlight]; (b) information
that is obtained by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information
to Company by a contractual, legal or fiduciary obligation to [Wells Fargo][NCB][Torchlight]; (c) information that is or becomes
publicly available through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo][NCB][Torchlight]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with
[Wells Fargo][NCB][Torchlight]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo][NCB][Torchlight]
may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo][NCB][Torchlight] determines (in its sole discretion) that such termination
is necessary for any reason, including its determination that such action is required pursuant to the terms of the Pooling and
Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo][NCB][Torchlight] shall cease to
provide the Company with Confidential Information if [Wells Fargo][NCB][Torchlight] has actual knowledge that the Company or its
Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo][NCB][Torchlight] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s


 



    Exhibit X-2 


     


    

 


[                    ]
[        ], 20[    ]

Page 3


 


obligations
and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the
Company’s access to the Confidential Information. [Wells Fargo][NCB][Torchlight]’s remedies hereunder, at law or at
equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo][NCB][Torchlight] intends at all
times to comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should
be construed to limit or qualify any of [Wells Fargo][NCB][Torchlight]’s rights or obligations under the Pooling and Servicing
Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart
shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    Exhibit X-3 


     


    

 


[                    ]
[        ], 20[    ]

Page 4


 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very
                                         truly yours,
	 	 
	 	[WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

                                         Title:]


 


	 	[TORCHLIGHT
                                         LOAN SERVICES, LLC
	 	 	 
		By:	 
	 	 	Name:

                                         Title:]





  





	 	[NATIONAL
                                         COOPERATIVE BANK, N.A.
	 	 	 
		By:	 
	 	 	Name:

                                         Title:]
	 	 	 


 





	CONFIRMED AND AGREED TO:	 
	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:

                                         Title:	 


 




    Exhibit X-4 


     


    

 


EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of Wells Fargo Commercial Mortgage Securities,
Inc., the depositor into the above-referenced Trust, certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of the BANK 2018-BNK13 (the
                                         “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 






     Exhibit Y-1 


     


    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wilmington Trust, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]].








	 	 	 
	Date:	 	 
	 	 	 
	 	
	 
	President
and Chief Executive Officer

Wells Fargo Commercial Mortgage Securities, Inc.

(Senior officer in charge of the securitization of the depositor)	 


 




     Exhibit Y-2 


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and Servicing Agreement”), entered into by
Wells Fargo Commercial Mortgage Securities, Inc. (the “Depositor”), as depositor, Wells Fargo Bank, National
Association, as general master servicer (in such capacity, the “General Master Servicer”), Torchlight Loan
Services, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A.,
as NCB master servicer (in such capacity, the “NCB Master Servicer”) Wilmington Trust, National Association, as trustee,
the Certificate Administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][their
respective] officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


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



 


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



 


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



 


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



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate



 






     Exhibit Z-1-1 


     


    

 


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



 


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


 


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


 


Date:


 








	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION

	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 


  




     Exhibit Z-1-2 


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY MASTER SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK,
N.A.], as [General][NCB] Master Servicer under that certain Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Torchlight
Loan Services, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator (the “Certificate Administrator”), and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] Master Servicer, certify to [Name
of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, each Other Depositor with respect to a securitization
of a Serviced Companion Loan and [its][their respective] officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         each Special Servicer in the special servicer backup certificate delivered by each Special
                                         Servicer relating to the Relevant Period, all servicing information and all reports (the
                                         “Servicer Reports”) required to be submitted by the [General][NCB]
                                         Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d)
                                         of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
                                         for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been
                                         submitted by the [General][NCB] Master Servicer to the Certificate Administrator for
                                         inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         General Special Servicer and the NCB Special Servicer in the special servicer backup
                                         certificates delivered by the General Special Servicer and the NCB Special Servicer relating
                                         to the Relevant Period, the master servicing information contained in the Servicer Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement
                                         and based upon my knowledge and the annual compliance reviews



 






    Exhibit Z-2-1


     


    

 


	 	conducted
                                         in preparing the servicer compliance statements required to be delivered under Article
                                         XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item
                                         1123 of Regulation AB with respect to the [General][NCB] Master Servicer, and except
                                         as disclosed in the compliance certificate delivered by the [General][NCB] Master Servicer
                                         under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Master
                                         Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all
                                         material respects during the Relevant Period;



 


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



 


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



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the General Special Servicer and NCB Special Servicer, but
other than a Sub-Servicer, Additional Servicer or any other third party retained by the [General][NCB] Master Servicer that is
not a Sub-Servicer appointed pursuant to Section 3.20 of the Pooling and Servicing Agreement) and, notwithstanding the foregoing
certifications, neither I nor the [General][NCB] Master Servicer makes any certification under the foregoing clauses (2) and (3)
with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the General Special
Servicer and NCB Special Servicer under the Pooling and Servicing Agreement. Solely with respect to the completeness of information
and reports, I do not certify anything other than that all fields of information called for in written reports prepared by the
[General][NCB] Master Servicer have been properly completed and that any fields that have been left blank on their face have been
done so in accordance with the CREFC procedures for such report.]


 




    Exhibit Z-2-2


     


    

 


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


 


Date:


 





	 	[WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

                                         Title:]


 








	 	[NATIONAL
                                         COOPERATIVE BANK, N.A.
	 	 	 
		By:	 
	 	 	Name:

                                         Title:]


  




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SPECIAL SERVICER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of [Torchlight Loan Services, LLC][National Cooperative Bank, N.A.]
as [General][NCB] Special Servicer under that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Torchlight
Loan Services, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”),Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the [General][NCB] Special
Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


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



 


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



 


		3.	I
                                         am, or a Servicing Officer under my supervision is, responsible for reviewing the activities
                                         performed by the [General][NCB] Special Servicer under the Pooling and Servicing Agreement
                                         and based upon my knowledge and the annual compliance reviews conducted in preparing
                                         the servicer compliance statements required to be delivered under Article XI of the Pooling
                                         and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation
                                         AB with respect to the [General][NCB] Special Servicer, and except as disclosed in the
                                         compliance certificate delivered by the [General][NCB] Special Servicer under Section
                                         11.09 of the Pooling and Servicing Agreement, the



 






     Exhibit Z-3-1 


     


    

 


	 	[General][NCB]
                                         Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects during the Relevant Period;



 


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



 


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



 


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


 


Date:


 


	 	[General][NCB]
                                         Special Servicer
	 	 	 
		By:	 
	 	 	Name:

                                         Title:





 




     Exhibit Z-3-2 


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of August 1, 2018
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Torchlight Loan Services, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB
special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as
trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, certifies to [_____], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


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


 


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


 


Date:


 






     Exhibit Z-4-1 


     


    

 


	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

                                         Title:
	 	 	 





 




     Z-4-2 


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY OPERATING ADVISOR


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling and
Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank,
National Association, as general master servicer (in such capacity, the “General Master Servicer”), Torchlight
Loan Services, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and
Pentalpha Surveillance LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that applicable
Certification Parties will rely upon this certification, that:


 


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



 


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



 


	3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in



 






     Exhibit Z-5-1 


     


    

 


	 	compliance
                                         with the standards for attestation engagements issued or adopted by the PCAOB; and



 


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



 


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


 


Date:


 





	 	PENTALPHA
                                         SURVEILLANCE LLC, 

as Operating Advisor
	 	 	 
		By:	 
	 	 	Name:

                                         Title:


  




     Exhibit Z-5-2 


     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CUSTODIAN


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of August 1, 2018
(the “Pooling and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc.,
as depositor, Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Torchlight Loan Services, LLC, as general special servicer (the “General Special Servicer”),
National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB
special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as
trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [_____], the Depositor
and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors
and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this
certification, that:


 


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


 


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


 


Date:


 






     Exhibit Z-6-1 


     


    

 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

                                         Title:





 




     Exhibit Z-6-2 


     


    

 


EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


WELLS
FARGO COMMERCIAL MORTGAGE TRUST 2018-BNK13 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”)
as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”), Torchlight
Loan Services, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank,
N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in such
capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Pentalpha Surveillance LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


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



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 




     Exhibit Z-7-1 


     


    

 


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


 


Date:


 


	 	PENTALPHA
                                         SURVEILLANCE LLC
	 	 	 
		By:	 
	 	 	Name:

                                         Title:





 




     Exhibit Z-7-2 


     


    

 


EXHIBIT
AA



SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
AA shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit AA forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    

    Party(IES)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

        Custodian (as applicable) 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 



     Exhibit Z-1 


     


    
 

	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
                                         (as applicable)1 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator 

        General
        Master Servicer

         NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer 

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
                                         Administrator 

        General
        Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         General Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

         

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian



 





 



1 Only to the extent
that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 


 






     Exhibit AA-1 


     


    

 


	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         General Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

         

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
                                         Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

         

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
                                         Special Servicer 

        NCB
        Special Servicer

        Operating Advisor

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
                                         Master Servicer 

        NCB
        Master Servicer 

        General
        Special Servicer 

        NCB
        Special Servicer

         

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
                                         Master Servicer 

        NCB
        Master Servicer 

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
                                         Master Servicer 

        NCB
        Master Servicer

         

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






     Exhibit AA-2 


     


    

 


At
all times that the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer
are the same entity, the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special
Servicer, as applicable, may provide a combined assessment of compliance in respect of their combined responsibilities under Section
1122 of Regulation AB.


 




     Exhibit AA-3 


     


    


 


EXHIBIT
BB



ADDITIONAL FORM 10-D DISCLOSURE


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the applicable Master Servicer to the extent specified
in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself
that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall
the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to
provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer or such
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2018-BNK13 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Each
                                         Master Servicer

         

        ●     Certificate
        Administrator

	Item
                                         1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	●     Certificate
                                         Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer




 






    Exhibit BB-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible



	Item
                                         2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	●     Each
                                         Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3:  Sale of Securities and Use of Proceeds

                                                                                 
	●     Depositor

	Item 4:  Defaults Upon Senior Securities

                                                                                 
	●     Certificate
                                         Administrator

	Item 5:  Submission of Matters to a Vote of Security Holders

                                                                                 
	●     Certificate
                                         Administrator




 






    Exhibit BB-2


     


    

 





	Item
    on Form 10-D	Party
    Responsible



	Item
                                         6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.

         
	●     Each
                                         Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

	Item
                                         7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each
                                         Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation
                                         AB)

	Item
                                         8: Significant Enhancement Provider Information:

        

         

        ●     Item
                                         1114(b)(2) and Item 1115(b) of
	●     Depositor




 






    Exhibit BB-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible



	 Regulation AB

                                                                                	 
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates,
    and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party
is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 

        ●     Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
as of the related Distribution Date and the preceding Distribution Date) 

        ●     Each
Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
Date) 

        ●     Each
Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
Distribution Date) 

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)

	Item
                                         10: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         10: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator

        ●     Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

        provided,
    further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or
    Certificate

        




 






    Exhibit BB-4


     


    




 


	Item
    on Form 10-D	Party
    Responsible



	 	Administrator, then the Depositor shall be the responsible party.
	Item
                                         10: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract
    that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans
    or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	Item
                                         10: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only
        if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
        the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing
        the published report and answering Item 5 by referencing the published report.
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	Item
                                         10: Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item
                                         10: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of
    any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant
    to a power of attorney.

        
	●     Certificate
    Administrator
	Item
10: Exhibits (no. 99)
	●     Not
    Applicable.



 






    Exhibit BB-5


     


    

 


	Item
    on Form 10-D	Party
    Responsible



	 

                                                                                                                                                                   Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	 
	Item
                                         10: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during
    the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K
    Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the
    Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits
    to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by
    the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item
    10.
	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	 

        ●     Certificate
        Administrator



 




    Exhibit BB-6


     


    

 


EXHIBIT
CC



ADDITIONAL FORM 10-K DISCLOSURE


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the
contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the
NCB Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for
which such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may
be. For this Series 2018-BNK13 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


	Item
    on Form 10-K 	Party
    Responsible
	Item 1B:  Unresolved Staff Comments

                                                                                 
	●     Depositor



 






    Exhibit CC-1


     


    

 



	Item 9B:
                                         Other Information, but only to the extent of any information that meets all the following
                                         conditions:

                                                                                                                                                                    

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8 K Disclosure” or as “Additional Form
        10-D Disclosure”
	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is
    the “Party Responsible” with respect to such information pursuant to Exhibit DD.
	Item 15:  Exhibits,
    Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.
	●     The
    applicable Mortgage Loan Seller.
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.
	●     Depositor



 






    Exhibit CC-2


     


    

 



	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

                                                                                                                                                                    

        ●     Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.
	●     Each
                                         Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items 1114(b)(2)
        and 1115(b) of Regulation AB
	 

                                                                                                                                                                                                                                      ●     Depositor




 






    Exhibit CC-3


     


    

 



	Instruction
                                         J(2)(d) (Legal Proceedings):

         

        ●     Item 1117
        of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
        that are material to security holders)
	●     Each
                                         Master Servicer (as to itself)

                                                                                                                                      

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator / each Master Servicer/Depositor/ each Special Servicer as to the Trust (whichever of them is in principal
        control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

         

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

                                                                                                                                                        

        1119(a)
        of Regulation AB,

         

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a
        “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        
	●     Each
                                         Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, each Special Servicer or a sub-servicer retained by it meeting
                                         any of the descriptions in Item 1108(a)(3)).

                                                                                                                          

        ●     Each
        Special Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute
        a

        




 






    Exhibit CC-4


     


    

 


 



	

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2018-BNK13 transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10 K if it was disclosed
        in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2018-BNK13 transaction or the Mortgage Loans between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
    as 
	

         “Party Responsible” under this item from and after the date (if any) when the Depositor notifies the parties
        to the Pooling and Servicing Agreement to the effect that such party no longer constitutes an originator of 10% or more
        of the assets of the Trust).

         

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than  February 15 of the year
        in which the Form 10 K is due.

         

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing
        Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10 K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10 K is due.




 






    Exhibit CC-5


     


    

 



	“Additional Form 10 K Disclosure”.	  



	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2018-BNK13 transaction) between
        itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was previously reported
                                         as 

        
	●     Depositor

        

        ●     Each
        Mortgage Loan Seller




 






    Exhibit CC-6


     


    

 






	“Additional Form 10-K Disclosure”.


 

and

 


●     1119(c)
of Regulation AB,

 

but only the existence
and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or
related to the Series 2018-BNK13 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”)
or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party
Responsible”, on the other; provided, however, that a relationship (A) must be reported only if it then exists
or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of
the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
or if it was previously reported as “Additional Form 10-K Disclosure”.

 




	 
	Item 15:
                                         Exhibits (no. 2):

                                                                                                                                                        

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor

	Item 15:
                                         Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item 15:
                                         Exhibits (no. 4):

                                                                                                                                                        

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Trustee

        ●     Certificate
        Administrator

        ●     Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible
                                         for the initial filing of this Pooling 

        




 






    Exhibit CC-7


     


    

 





	 	and Servicing Agreement


 

provided,
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
or Certificate Administrator, then the Depositor shall be the responsible party.

 




	Item 15:
                                         Exhibits (no. 10):

                                                                                                                                                        

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or
    REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust.
	Item 15:
                                         Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 12):

                                                                                                                                                        

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10 Q and Form 10 QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 14): 

                                                                                                                                                        

                                                                                                                                                       Code
                                         of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable



 






    Exhibit CC-8


     


    

 






	Item 15:
                                         Exhibits (no. 16):

                                                                                                                                                        

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 18):

                                                                                                                                                        

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 21):

                                                                                                                                                        

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●     Depositor.
	Item 15:
                                         Exhibits (no. 22):

                                                                                                                                                        

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 23) – Part 1 of 2 Parts:

                                                                                                                                                        

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 23) – Part 2 of 2 Parts:

                                                                                                                                                        

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for
    purposes of any attestation report rendered with respect to the particular “Party Responsible”     pursuant to
    Section 11.13 of this Pooling and Servicing 

         
	●     Each
                                         Master Servicer

        ●     Each
        Special Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

         

        provided,
                                         however, in each case, that such party shall have the duty to report or deliver,
                                         or cause the reporting or delivery, of such consent only to the extent that such party
                                         is




 






    Exhibit CC-9


     


    

 


	
    Agreement.	required
to deliver or cause the delivery of the related attestation report.

                                                                                 

	Item 15:
                                         Exhibits (no. 24)

                                                                                                                                                        

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate
    Administrator
	Item 15:
                                         Exhibits (no. 31(i))

                                                                                                                                                        

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●     Not
    Applicable
	Item 15:
                                         Exhibits (no. 31(ii))

                                                                                                                                                        

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07)
    of this Pooling and Servicing Agreement.
	Item 15:
                                         Exhibits (no. 32)

                                                                                                                                                        

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 33)

                                                                                                                                                        

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).

         
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item 15:
                                         Exhibits (no. 34)

                                                                                                                                                        

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).

         
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item 15:
                                         Exhibits (no. 35)

                                                                                                                                                                    

        Servicer
compliance statement (Exhibit No. 35
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and
    Servicing Agreement.



 






    Exhibit CC-10


     


    

 


	of
Item 601 of Regulation S-K). 
	 
	Item 15:
                                         Exhibit (no. 36)

                                                                                                                                                        

        Certification
        For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

         
	●     Depositor
	Item 15:
                                         Exhibits (no. 99)

                                                                                                                                                        

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 100)

                                                                                                                                                        

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not
    Applicable.
	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8 K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.

                                                                                 
	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicers or the
    Special Servicers constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a
    Form 10-K).
	Item 15:
                                         Exhibit (no. 101)

                                                                                                                                                        

        Interactive
        Data File (Exhibit No. 101 of Item 601 of Regulation S-K).

         
	Not
    Applicable
	Item 15:
                                         Exhibit (no. 102)

                                                                                                                                                        

        Asset
        Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

         
	[Certificate
    Administrator]

    [Depositor]
	Item 15:
                                         Exhibit (no. 103)

                                                                                                                                                       

         

        Asset
        Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).
	[Certificate
                                         Administrator]

        [Depositor]








    Exhibit CC-11


     


    

 


EXHIBIT
DD



FORM 8-K DISCLOSURE INFORMATION


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be entitled to rely
on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer,
the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master Servicer or
Special Servicer, as the case may be. For this Series 2018-BNK13 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


	Item
    on Form 8-K	Party
    Responsible
	Item 1.01:  Entry
    into a Material Definitive Agreement	●     Depositor,
                                         except as described in the next bullet (it being acknowledged that Item 601 of Regulation
                                         S-K requires filing of material contracts to which the registrant or a subsidiary thereof
                                         is a party).

         

        ●     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3
        to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is
        material to the asset-backed
    securities transaction, even if the registrant is not a party to such agreement), in each case to the extent

        




 






    Exhibit DD-1


     


    

 


	 	 of any amendment
    or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to
    the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment
    or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party
    (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Pooling and Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that
    satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or
    REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such
    party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed
    on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
    in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02:  Termination
    of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item
	Item 1.03:  Bankruptcy
    or Receivership	●     Depositor

	Item 2.04:  Triggering
    Events that Accelerate or Increase a Direct Financial Obligation or an	●     Depositor

        




 






    Exhibit DD-2


     


    

 


	Obligation under an Off-Balance Sheet Arrangement	●     Certificate
Administrator

	Item 3.03:  Material
    Modification to Rights of Security Holders	●     Certificate
                                         Administrator

	Item 5.03:  Amendments
    of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor

	Item 
    6.01:  ABS Informational and Computational Material	●     Depositor

	Item 6.02
    (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

        ●     Depositor

	Item 6.02
    (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
                                         Administrator

        ●     Each
        Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02
    (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a
    party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Each
                                         Master Servicer (as to a party appointed by such Master Servicer)

        ●     Each
        Special Servicer

        ●     Certificate
        Administrator

        ●     Depositor

	Item 6.03:  Change
    in Credit Enhancement or External Support	●     Depositor

        ●     Certificate
        Administrator

	Item 6.04:  Failure
    to Make a Required Distribution	●     Certificate
                                         Administrator

	Item 6.05:  Securities
    Act Updating Disclosure	●     Depositor

	Item 7.01:  Regulation
    FD Disclosure	●     Depositor

	Item 8.01:  Other
    Events	●     Depositor

	Item 9.01(d):
                                         Exhibits (no. 1):

                                                                                                                                                                             

                                                                                                                                                                            Underwriting
    agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

        
	●     Not
    applicable
	Item 9.01(d):
                                         Exhibits (no. 2):

                                                                                                                                                                             

        Plan
of acquisition, reorganization,
	●     Depositor



 






    Exhibit DD-3


     


    

 


	arrangement,
                                                                                                                                                                                                                     liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	 
	Item 9.01(d):
                                         Exhibits (no. 3):

                                                                                                                                                                             

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item 9.01(d):
                                         Exhibits (no. 4):

                                                                                                                                                                             

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	    ●    Certificate Administrator
                                                                                 

provided
that, in each case, that this shall in no event be construed to make such party responsible for the initial filing of
this Pooling and Servicing Agreement

	Item 9.01(d):
                                         Exhibits (no. 7):

                                                                                                                                                                             

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d):
                                         Exhibits (no. 14):

                                                                                                                                                                             

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d):
                                         Exhibits (no. 16):

                                                                                                                                                                             

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d):
                                         Exhibits (no. 17):

                                                                                                                                                                             

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d):
                                         Exhibits (no. 20):

                                                                                                                                                                                         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
    Applicable



 






    Exhibit DD-4


     


    

 


	Item 9.01(d):
                                         Exhibits (no. 23):

                                                                                                                                                                             

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item 9.01(d):
                                         Exhibits (no. 24)

                                                                                                                                                                             

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 15:
                                         Exhibits (no. 99)

                                                                                                                                                                             

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15:
                                         Exhibits (no. 100)

                                                                                                                                                                             

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.







    Exhibit DD-5


     


    




EXHIBIT
EE



ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13—SEC REPORT PROCESSING


 


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



 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling
and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, the undersigned, as [                ], hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


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


 






    Exhibit EE-1


     

    

 


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


 





	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 


cc:
Depositor


 






    Exhibit EE-2


     

    

 


EXHIBIT
FF



INITIAL SUB-SERVICERS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC


 


		2.	Bernard
                                                                                                                                                                                                                  Financial Corporation



 


		3.	CBRE Loan Services, Inc.



 


		4.	Grandbridge Real Estate Capital LLC



 


		5.	Berkadia Commercial Mortgage LLC



 


		6	
                                                                                                                                                                                                                 PSRS Administrative Services, LLC



 

  



    Exhibit FF-1


     

    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


None.


 






    Exhibit GG-1


     

    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BANK
2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [National
Cooperative Bank, N.A., as NCB Master Servicer] [Torchlight Loan Services, LLC, as General Special Servicer] [National Cooperative
Bank, N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Custodian] [Wilmington
Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Wells Fargo Commercial Mortgage
Securities, Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed to
                                         fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 


 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Master Servicer]

[TORCHLIGHT LOAN SERVICES, LLC,

as General Special Servicer]

[NATIONAL COOPERATIVE BANK, N.A.,

as NCB Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 






    Exhibit HH-1


     

    

 


EXHIBIT
II



FORM OF REPORT ON ASSESSMENT

OF COMPLIANCE WITH SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 


 









1    
Describe any permissible exclusions,
including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation
AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.




  






    Exhibit II-1


     

    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 


	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 






    Exhibit II-2


     

    

 


EXHIBIT
JJ



CREFC® PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or
by wire transfer to:


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 






    Exhibit JJ-1


     

    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS NOTIFICATION


 


VIA
E-MAIL:


 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and trustadministrationgroup@wellsfargo.com


 


Ref:
BANK 2018-BNK13, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 





	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	BANK
    2018-BNK13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK
    2018-BNK13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BANK
    2018-BNK13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


  






    Exhibit KK-1


     

    

 


EXHIBIT
LL



[RESERVED]


 






    Exhibit LL-1


     

    

 


EXHIBIT
MM



ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2018-BNK13—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


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



 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer,
National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as
Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Accounts and REO Account balance information:


  


	Account
    Name	Beginning
    Balance as of 

MM/DD/YYYY	Ending
    Balance as of MM/DD/YYYY
	General
    Master Servicer’s Collection Account	 	 
	NCB
    Master Servicer’s Collection Account	 	 
	REO
    Account	 	 


 






    Exhibit MM-1


     

    

 


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


 


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


 





	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 


cc:
Depositor


 



    Exhibit MM-2


     

    




 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells
Fargo Bank, National Association 

as Certificate Administrator


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK
2018-BNK13 


Email:
trustadministrationgroup@wellsfargo.com

and cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association 

as General Master Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2018-BNK13 Asset Manager

Telecopy Number: (704) 715-0036


 


National
Cooperative Bank, N.A. 

as NCB Master Servicer and NCB Special Servicer


2011 Crystal Drive, Suite 800


Arlington,
Virginia 22202


Attention:
Kathleen Luzik, Chief Operating Officer


Facsimile
number (703) 647-3473


Email:
kluzik@ncb.coop


 


Torchlight
Loan Services, LLC


as General Special Servicer


475 Fifth Avenue

New York, New York 10017

Attention: William Clarkson

BANK 2018-BNK13

Email: wclarkson@torchlightinvestors.com and info@torchlightloanservices.com


 


Pentalpha
Surveillance LLC

 as Operating Advisor




375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: BANK 2018-BNK13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com


 






    Exhibit NN-1


     

    

 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of August 1, 2018, by and among Wells Fargo Commercial
                                         Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General
                                         Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National
                                         Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator, Wilmington Trust, National
                                         Association, as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset
                                         Representations Reviewer



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:









	 	 	 
	 	 	 
	 	 	 


 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that we
                                         are not affiliated with the Transferor. To the extent that any Control Termination Event
                                         or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 





	 	Very truly yours,
	 	 
	 	 	(Transferee)



 






    Exhibit NN-2


     

    

 


	 	By: 	 
	 	 	Name:

    Title:


 






    Exhibit NN-3


     

    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


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



 


 









1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify
or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement,
including without limitation, provisions relating to Privileged Information.


 






    Exhibit OO-1


     

    

 





	 	PENTALPHA SURVEILLANCE LLC, 
 as Asset Representations Reviewer
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:





 






    Exhibit OO-2


     

    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 






	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Lease
    Estoppels	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or Encumbrance	 	 


 






    Exhibit OO-3


     

    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


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



 


 









1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    Exhibit PP-1


     

    

 





	 	PENTALPHA SURVEILLANCE LLC, 
 as Asset Representations Reviewer
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 






    Exhibit PP-2


     

    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity


 






    Exhibit PP-3


     

    

 


EXHIBIT
QQ



ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the
Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance
with the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is
necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with
the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely
with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage
Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



 


		(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



 


		(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



 


		(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


		(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass
                                         shall be deemed to have occurred 



 






    Exhibit QQ-1


     


    

 


	 	 	with respect to such Test if the sole reason for not
                                         satisfying the applicable Test is caused by such exception(s);



 


		(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



 


		(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



 


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be
obligated to perform additional procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could
produce a different outcome. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required to review
any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information.
The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to the Tests
subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






    Exhibit QQ-2


     


    

 













 


	Representations and Warranties	Test	Review Materials
	1. Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan.  At the time of the sale, transfer and assignment to the Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	1a	Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.
	1b	Review all Asset Status Reports and Final Asset Status Reports to the extent previously prepared by the Special Servicer (collectively referred to in this Exhibit QQ as “Collective Asset Status Reports”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related Non-Serviced Securitization Trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports


 




    Exhibit QQ-3


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	1c	Review the Collective Asset Status Reports for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective Asset Status Reports
	1d	Review the Collective Asset Status Reports for notation of any claim or assertion regarding the assignment to the Depositor not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	Collective Asset Status Reports
	2. Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain 	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion


 




    Exhibit QQ-4


     


    

 


 


	Representations and Warranties	Test	Review Materials
	provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or Prepayment Premium/Yield Maintenance Charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	2b	Review the Collective Asset Status Reports for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	3. Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the	Mortgage Loan Documents; Mortgagor’s Counsel Opinion


 




    Exhibit QQ-5


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	3	Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion
	4. Intentionally Omitted.	4	N/A	N/A
	
        5. Mortgage Status; Waivers and Modifications. Since origination
        and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan
        documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have
        not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes
        with the security intended to be provided by such mortgage; (b) no related Mortgaged Property or any portion thereof has been released
        from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such
        Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor
        has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained
        in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably
        expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off
        Date.

         
	5a	Review the Collective Asset Status Reports and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; Collective Asset Status Reports
	5b	Review the Collective Asset Status Reports and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	Collective Asset Status Reports; Mortgage Loan Documents
	5c	Review the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports; Mortgage Loan Documents


 




    Exhibit QQ-6


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	5d	Review the Collective Asset Status Reports and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports; Mortgage Loan Documents
	6. Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable.  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 below (each such exception, a “Title Exception”), except as the enforcement thereof may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded 	6a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	6b	Review the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.	Mortgage; Assignment of Leases
	6c	Review the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such 	Title Policy; Mortgage; Mortgage Loan Schedule


 




    Exhibit QQ-7


     


    

 


 


	Representations and Warranties	Test	Review Materials
	mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	 	determination is made, it will be a Test pass.	 
	6d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	Title Policy
	6e	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	6f	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could give rise to any such	Collective Asset Status Reports


 




    Exhibit QQ-8


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the applicable Title Policy. If such a notation or other indication is not found, it will be a Test pass.	 
	 	6g	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	7. Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the 	7a	Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	7b	Review the Title Policy to determine if the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),  is subject only to 	Title Policy


 




    Exhibit QQ-9


     


    

 


 


	Representations and Warranties	Test	Review Materials
	mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a Crossed Underlying Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Mortgage Loan Group, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.  Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that 	 	Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	 
	7c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.	Title Policy
	7d	Review the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	Title Policy; Collective Asset Status Reports
	7e	Review the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	7f	Review the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that (a) the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage	Title Policy


 




    Exhibit QQ-10


     


    

 


 


	Representations and Warranties	Test	Review Materials
	are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.	 	and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. If so determined, it will be a Test pass.	 
	8. Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of  representation and warranty 7 above), and equipment and other personal property financing.  The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor 	8a	Review the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. If not so determined, it will be a Test pass.	Title Policy
	8b	Review the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment and other personal property financing. If so determined, it 	Title Policy


 




    Exhibit QQ-11


     


    

 


 


	Representations and Warranties	Test	Review Materials
	other than as set forth on Schedule D-1 to the applicable Mortgage Loan Purchase Agreement.	 	will be a Test pass.	 
	 	8c	Review the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than those set forth on Schedule D-1 to the applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	9. Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related assignment of leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.	9a	Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Assignment of Leases
	9b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform  certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage; Assignment of Leases
	9c 	Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law and 	Assignment of Leases; Mortgage


 




    Exhibit QQ-12


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	the Standard Qualifications, provides that upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	 
	10. Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment.  Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other 	10a	Review the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	10b	Review the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports


 




    Exhibit QQ-13


     


    

 


 


	Representations and Warranties	Test	Review Materials
	personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	 	 	 
	
        11. Condition of Property. The Mortgage Loan Seller or the
        originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination
        of the Mortgage Loan and within twelve months of the Cut-off Date.

         

        An engineering report or property condition assessment was prepared
        in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage
        Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable
        mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i)
        deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would
        affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.
	11a	Review the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering report; Property condition assessment
	11b	Review the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date.  Review the engineering report to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment
	11c	Review the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed in sub-clauses (i) and (ii) of representation and warranty 11. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	12. Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other 	12	Review the Collective Asset Status Reports for a notation or  other indication that all taxes, governmental assessments and other outstanding 	Collective Asset Status Reports


 




    Exhibit QQ-14


     


    

 


 


	Representations and Warranties	Test	Review Materials
	outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.	 	governmental charges  (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	 
	13. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	14. Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in representation and warranty 7), an engineering report or property condition assessment as described in representation and warranty 11, applicable local 	14a	Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, 	Mortgage Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports


 




    Exhibit QQ-15


     


    

 


 


	Representations and Warranties	Test	Review Materials
	law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 42), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged Property.	 	guarantor, or Mortgagor's interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	 
	14b	Review the Collective Asset Status Reports to determine if an adverse outcome of any such  pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	Collective Asset Status Reports
	15. Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust).	15a	Review the Collective Asset Status Reports for a notation or other indication of any escrow deposits and escrow payments required to be escrowed with the Mortgagee pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	15b	Review the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related Non-Serviced Securitization Trust). If so determined, it will be a Test pass.	Diligence File; Collective Asset Status Reports


 




    Exhibit QQ-16


     


    

 


 


	Representations and Warranties	Test	Review Materials
	16. No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	16a	Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	16b	Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.	Mortgage Loan Documents
	17. Insurance. Each related Mortgaged Property is, and is required pursuant to the related mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the “Insurance Ratings Requirements” (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property 	17a	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Ratings Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value 	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 




    Exhibit QQ-17


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        (with no deduction for physical depreciation), but, in any event,
        not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions
        with respect to the related Mortgaged Property.

         

        “Insurance Ratings Requirements” means either
        (1) a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or
        the equivalent) from Moody’s Investors Service, Inc. (“Moody’s”) or “A-” from S&P Global
        Ratings, (“S&P”) or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements”
        means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least
        60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of
        such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least
        “BBB-” by S&P or at least “Baa3” by Moody’s and (ii) if such syndicate consists of 4 or fewer
        members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of
        the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength
        rating of at least “BBB-” by S&P or at least “Baa3 by Moody’s.

         

        Each related Mortgaged Property is also covered, and required to
        be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance
	 	on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	17b	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17e	Review the Mortgage Loan Documents and/or the survey to determine if any material part of the 	Insurance Summary Report


 




    Exhibit QQ-18


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        which (subject to a customary deductible) covers a period of not
        less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18
        months).

         

        If any material part of the improvements, exclusive of a parking
        lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency
        as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the lessor of (a)
        the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount
        as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (b)
        the outstanding principal amount of the Mortgage Loan and (c) the insurable value of the Mortgaged Property.

         

        If the Mortgaged Property is located within 25 miles of the coast
        of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required
        to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting
        the Insurance Ratings Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms,
        in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value
        on a replacement cost basis of the improvements, furniture,
	 	improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in an amount equal to the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required prudent institutional commercial mortgage lenders originating mortgage loans for securitization. If so determined, it will be a Test pass.	 
	17f	If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to  determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms” by an insurer meeting the Insurance Ratings Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such 	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Diligence File


 




    Exhibit QQ-19


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        furnishings, fixtures and equipment owned by the Mortgagor and included
        in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
        Mortgaged Property by an insurer meeting the Insurance Ratings Requirements.

         

        The Mortgaged Property is covered, and required to be covered pursuant
        to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance
        Ratings Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and
        death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for
        securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed an analysis
        of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property,
        for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged
        Property in the event of an earthquake. In such instance, the PML was based on a 475 year return period, an exposure period of
        50 years and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of
        the replacement costs of the improvements, earthquake insurance on such Mortgaged
	 	endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Ratings Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	 
	17g	Review the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Ratings Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents
	17h	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property in the event of an 	Property condition assessment; Seismic engineering study


 




    Exhibit QQ-20


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        Property was obtained by an insurer rated at least “A:VIII”
        by A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not
        less than 100% of the PML.

         

        The Mortgage Loan documents require insurance proceeds (or an amount
        equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of all or
        part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount
        of the related Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds
        as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together
        with any accrued interest thereon.

         

        All premiums on all insurance policies referred to in this section
        that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies
        name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause
        or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to
        the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related
        Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes
        the Mortgagee to maintain such insurance at the Mortgagor’s
	 	earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	 
	17i	Review the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer (1) is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” by S&P or (2) meets the Syndicate Insurance Ratings Requirements (as defined in representation and warranty 17). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17j	Review the  Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such 	Mortgage Loan Documents


 




    Exhibit QQ-21


     


    

 


 


	Representations and Warranties	Test	Review Materials
	cost and expense and to charge such Mortgagor for related premiums.  All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.	 	Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	 
	17k	Review the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.	Collective Asset Status Reports
	17l	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17m	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If 	Mortgage Loan Documents


 




    Exhibit QQ-22


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	so determined, it will be a Test pass.	 
	 	17o	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17p	Review the Collective Asset Status Reports for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	18. Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation and warranty 7) and survey, if any, an engineering report or property condition assessment as described in representation and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 42), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access 	18a	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report  or property condition assessment; Sponsor Diligence; ESA
	18b	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if 	Zoning report; Title Policy; Survey; Engineering report  or property condition 


 




    Exhibit QQ-23


     


    

 


 


	Representations and Warranties	Test	Review Materials
	rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	 	each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	assessment; Sponsor Diligence; ESA
	18c	Review the Title Policy and  survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated  Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined, it will be a Test pass.	Title Policy; Survey; Mortgage Loan Documents
	19. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property:  (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related 	19a	Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	19b	Review the survey and Title Policy to determine if there exist material improvements on adjoining	Survey; Title Policy


 




    Exhibit QQ-24


     


    

 


 


	Representations and Warranties	Test	Review Materials
	Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.	 	parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	 
	19c	Review the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	20	Review the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	21. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either:  (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components such as wiring, plumbing systems and central heating and air conditioning systems, that are integrated into such buildings, serve such buildings in their 	21a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination settlement statement; Mortgage Loan
	21b	Review the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or 	Appraisal; Mortgage Loan Documents


 




    Exhibit QQ-25


     


    

 


 


	Representations and Warranties	Test	Review Materials
	passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any Prepayment Premium and Yield Maintenance Charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the 	 	contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the  Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations  Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	21c	Review the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if so,  if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably 	Collective Asset Status Reports


 




    Exhibit QQ-26


     


    

 


 


	Representations and Warranties	Test	Review Materials
	meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	 
	 	21d	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment Premium and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	22. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, Yield Maintenance Charge, or Prepayment Premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	22a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	22b	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports


 




    Exhibit QQ-27


     


    

 


 


	Representations and Warranties	Test	Review Materials	 
	 	22c	Review the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Mortgage Loan Documents	 
	23. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	23	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.	Collective Asset Status Reports	 
	24. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	24	
        Review the Mortgage Loan Documents to determine if a trustee is
        appointed. If so determined, it will be a Test pass.

         

         

         
	Mortgage Loan Documents	 
	 	 
	25. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily 	25a	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar 	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation 	 


 




    Exhibit QQ-28


     


    

 


 


	Representations and Warranties	Test	Review Materials
	mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	 	commercial and multifamily mortgage loans intended for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	25b	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; Insurance Summary Report
	25c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the 	Mortgage Loan Documents


 




    Exhibit QQ-29


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	 
	 	25d	If the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement  to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	 	25e	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and 	26a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates of occupancy 	Mortgage Loan Documents


 




    Exhibit QQ-30


     


    

 


 


	Representations and Warranties	Test	Review Materials
	applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The Mortgage Loan documents require the Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.	 	and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	 
	26b	Review the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy  and applicable governmental approvals necessary could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; Collective Asset Status Reports
	26c	Review the Mortgage Loan Documents for provisions requiring the Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of 	27a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage 	Mortgage Loan Documents


 




    Exhibit QQ-31


     


    

 


 


	Representations and Warranties	Test	Review Materials
	the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect):  (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect):  (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	 	Loan, have assets other than equity in the related Mortgaged Property that are not de minimis)  in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 27. If such provisions are found, it will be a Test pass.	 
	27b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances set forth in clauses (b)(i) through (b)(iv) of representation and warranty 27. If so determined, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-32


     


    

 


 


	Representations and Warranties	Test	Review Materials
	28. Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in representation and warranty 33) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in representation and warranty 33 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.  With respect to any partial release under the preceding clauses (a) or (d), either:  (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause	28a	Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any 	Mortgage Loan Documents


 




    Exhibit QQ-33


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        (x), if the fair market value of the real property constituting
        such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2)
        a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal
        to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding
        after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the
        REMIC Provisions.

         

        In the case of any Mortgage Loan, in the event of a taking of any
        portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by
        agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari
        Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from
        any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if,
        immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account
        the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1)
        the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the
        real property that is in parity with the Mortgage Loan) is not equal to at least 80% of
	 	related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	28c	Review the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-34


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        the remaining principal balance of the Mortgage Loan (together with
        any related Pari Passu Companion Loans).

         

        No such Mortgage Loan that is secured by more than one Mortgaged
        Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related
        Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
	28d	Review the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.	29a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial statements.  If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	30. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy 	30a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy 	Mortgage Loan Documents; Insurance coverage review document 


 




    Exhibit QQ-35


     


    

 


 


	Representations and Warranties	Test	Review Materials
	(issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Annex D-2 to the applicable Mortgage Loan Purchase Agreement; provided that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism	 	(issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	 
	30b	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Annex D-2 to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, 	Mortgage Loan Documents


 




    Exhibit QQ-36


     


    

 


 


	Representations and Warranties	Test	Review Materials
	insurance available with funds equal to such amount.	 	the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	 
	31. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) Transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) Transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, 	31a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-37


     


    

 


 


	Representations and Warranties	Test	Review Materials
	(v) Transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranties 28 and 33 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule D-1 to the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt  as set forth on Schedule D-2 to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Schedule D-3 to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, 	32a	Review the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-38


     


    

 


 


	Representations and Warranties	Test	Review Materials
	other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	32b	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	33. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government 	33	Review the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 33. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-39


     


    

 


 


	Representations and Warranties	Test	Review Materials
	securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable 	 	 	 
	 	 	 	 


 




    Exhibit QQ-40


     


    

 


 


	Representations and Warranties	Test	Review Materials
	expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	34. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	34	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	
        35. Ground Leases. For purposes of these representations
        and warranties, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee
        owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements,
        if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building
        and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

         

        With respect to any Mortgage Loan where the Mortgage Loan is secured
        by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee
        interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from
        the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related
        Documents”), Mortgage Loan Seller represents and warrants that:

         

        (a)       The Ground Lease or
        a memorandum regarding such Ground Lease has been duly recorded or submitted for
	35a	Review the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35r.	Appraisal; Title Policy; Mortgage Loan Documents
	35b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	35c	Review the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35d	Review the Collective Asset Status Reports for 	Collective Asset Status 


 




    Exhibit QQ-41


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        recordation in a form that is acceptable for recording in the applicable
        jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage
        and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would
        materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease
        had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

         

        (b)       The lessor under such
        Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that
        the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written
        consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns,
        provided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

         

        (c)       The Ground Lease has
        an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
        and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
        of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity
        (or with respect to a Mortgage Loan that accrues on an actual 360
	 	notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since its recordation. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	Reports; Mortgage File
	35e	Review the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns, provided that Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease. If such a provision is found, it will be a Test pass.	Ground Lease and Related Documents
	35f	Review the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially  amortizes). If such an indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35g	Review the Title Policy for an indication that the 	Title Policy; SNDA


 




    Exhibit QQ-42


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        basis, substantially amortizes);

         

        (d)       The Ground Lease either
        (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except
        for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of
        a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee
        interest is subject;

         

        (e)       Subject to the notice
        requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions
        on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns
        without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably
        withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event
        it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent
        of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such
        Ground Lease has not been terminated and all amounts due thereunder have been paid);

         

        (f)       The Mortgage Loan Seller
        has not received any written notice of material default under or notice of
	 	Ground Lease is either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be a Test pass.	 
	35h	Review the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35i	Review the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test 	Ground Lease and Related Documents


 




    Exhibit QQ-43


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        termination of such Ground Lease. To the Mortgage Loan Seller’s
        knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of
        notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge,
        such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)       The Ground Lease and
        Related Documents require the lessor to give to the Mortgagee written notice of any default, provides that no notice of default
        or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

         

        (h)       A Mortgagee is permitted
        a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the
        Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s
        receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)       The Ground Lease does
        not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection
        with the origination of similar commercial or multifamily loans intended for securitization;

         

        (j)       Under the terms of
        the Ground Lease and Related Documents, any related insurance proceeds or the portion of
	 	pass.	 
	35j	Review the Collective Asset Status Reports for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	35k	Review the Collective Asset Status Reports for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	35l	Review the Collective Asset Status Reports for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	35m	Review the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	35n	Review the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal 	Ground Lease and Related Documents


 




    Exhibit QQ-44


     


    

 


 


	Representations and Warranties	Test	Review Materials
	
        the condemnation award allocable to the ground lessee’s interest
        (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to
        the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the
        threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right
        to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
        of the Mortgage Loan, together with any accrued interest;

         

        (k)       In the case of a total
        or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds,
        or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss
        or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the
        outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

         

        (l)       Provided that the Mortgagee
        cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee
        upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 	proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	 
	35o	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	35p	Review the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Ground Lease and Related Documents; Mortgage Loan Documents
	35q	Review the Ground Lease and Related Documents and the  Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or 	Ground Lease and Related Documents; Mortgage Loan Documents


 




    Exhibit QQ-45


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	 
	35r	Review the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents 
	36. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs. 	36	Review the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	37. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the 	37	Review the Collective Asset Status Reports for notation to the effect that the origination practices of 	Collective Asset Status Reports; Prospectus


 




    Exhibit QQ-46


     


    

 


 


	Representations and Warranties	Test	Review Materials
	Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in the related Mortgage Loan Purchase Agreement.	 	the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in the related Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	 
	38. Intentionally Omitted.	38	N/A	N/A
	39. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either 	39a	Review the Collective Asset Status Reports for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports
	39b	Review the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet 	Collective Asset Status Reports


 




    Exhibit QQ-47


     


    

 


 


	Representations and Warranties	Test	Review Materials
	clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in the applicable Mortgage Loan Purchase Agreement.  No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	 	delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	 
	40. Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.	40	Review the Lexis/Nexis (or comparable search) and the Collective Asset Status Reports for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis (or comparable) search; Collective Asset Status Reports
	41. Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage 	41a	Review the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Diligence File
	41b	Review the Diligence File for an indication that, except with respect to any Mortgage Loan that is 	Diligence File; Prospectus


 




    Exhibit QQ-48


     


    

 


 


	Representations and Warranties	Test	Review Materials
	Loan and other than as set forth on Schedule D-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan.  An “Affiliate” for purposes of this representation and warranty 41 means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.	 	cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule D-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.	 
	42. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, 	42a	Review the Diligence File to determine if an ESA (as defined in representation and warranty 42) is included. If so, review the ESA for an indication that it was conducted within 12 months prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.	Diligence File; ESA
	42b	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	42c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 42c-1 through 42c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA; Escrow Statements; Loan Documents; Diligence File
	 	1.    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the 	Escrow statements


 




    Exhibit QQ-49


     


    

 


 


	Representations and Warranties	Test	Review Materials
	lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527 05 or its successor) at the related Mortgaged Property.	 	environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	 
	 	2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 ESA
	 	3.  Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.	Diligence File
	 	4.  Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best Company.	Insurance coverage review documents
	 	5.  Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or 	Diligence File


 




    Exhibit QQ-50


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	 
	 	6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence File
	42d	Review the Collective Asset Status Reports for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	Collective Asset Status Reports; ESA
	43. Intentionally Omitted, 	43	N/A	N/A
	44. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.  The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute (“MAI”), and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.	44a	Review the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	44b	Review the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	44c	Review the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any 	Appraisal


 




    Exhibit QQ-51


     


    

 


 


	Representations and Warranties	Test	Review Materials
	 	 	loan made on the security thereof, and that the appraiser's compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	 
	 	44d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	45. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	45a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	45b	Compare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Pooling and Servicing Agreement
	46. Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	46	Except with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	Mortgage Loan Documents


 




    Exhibit QQ-52


     


    

 


 


	Representations and Warranties	Test	Review Materials
	47. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	47a	Review the Collective Asset Status Reports for a notation or other indication that an advancement of funds (other than loan proceeds advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	47b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	48. Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. 	48	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports


 





 




    Exhibit QQ-53


     


    

 


EXHIBIT
RR



FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) - BANK 2018-BNK13

Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 2018 (the “Pooling and Servicing Agreement”), by and among Wells Fargo Commercial Mortgage
Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Torchlight Loan Services,
LLC, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is [an authorized representative of the Asset Representations Reviewer][an
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 



    Exhibit RR-1


    


    

 


		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


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


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 


Dated:
_______


 


[Wells
Fargo Commercial Mortgage Securities, Inc.,

as Depositor]*


 


	By:		 
	 	[Name]

    [Title]	


 


 






*         Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



    Exhibit RR-2


    


    

 


EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


	 	 
	Wells Fargo
    Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: BANK 2018-BNK13 Asset Manager	Pentalpha Surveillance LLC
 375 N. French Road, Suite 100
 Amherst, New York, 14228
 Attention: BANK 2018-BNK13 Transaction Manager
 With a copy sent via email to:

                                                                                notices@pentalphasurveillance.com

	 	 
	Torchlight Loan Services, LLC
 475 Fifth Avenue
 New York, New York 10017
 Attention: William Clarkson
 BANK 2018-BNK13
 Email: wclarkson@torchlightinvestors.com and

                                                                                info@torchlightloanservices.com
	National Cooperative
    Bank, N.A.

    2011 Crystal Drive, Suite 800

    Arlington, Virginia 22202

    Attention: Kathleen Luzik, Chief Operating Officer

    Facsimile number (703) 647-3473

    Email: kluzik@ncb.coop

    



		Attention:	BANK
                                         2018-BNK13, Commercial Mortgage Pass-Through Certificates, Series 2018-BNK13



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of August 1, 2018 (the “Pooling and
Servicing Agreement”), by and among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Torchlight Loan Services, LLC, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____ An
                                         additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A
                                         Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 



    Exhibit SS-1


    


    

 


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


 


	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the BANK 2018-BNK13, Commercial Mortgage Pass-Through
Certificates, Series 2018-BNK13
	 	 
	 	By:	 
	 	 	[Name]




	 	 	[Title]


 



    Exhibit SS-2


    


    

 


EXHIBIT
TT



FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS
INTERCREDITOR AGREEMENT AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__
between [_______], a [___________] having an office at [__________] in its capacity as senior lender (“Lender”),
and [_________], a [_________] having an office at [__________] in its capacity as subordinated lender (“Subordinated
Lender”).


 


W
I T N E S S E T H:


 


WHEREAS,
Lender is the holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the
date hereof in the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS,
Subordinated Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower
in the amount of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage
upon the Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS,
Lender and Subordinated Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective
interests in the Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements
with Borrower;


 


NOW,
THEREFORE, in consideration of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lender and Subordinated Lender agree as follows:


 


Defined
Terms. As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall
otherwise require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 



    Exhibit SS-1


    


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or under
management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning commercial
or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event
of Default” – Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has
occurred and is continuing beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and
the Subordinated Loan Documents, any default thereunder which has occurred and is continuing beyond any applicable grace or curative
period.


 


“Loan
Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a first lien upon the Project and any other documents evidencing and securing
the Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from
time to time, in accordance with the terms hereof.


 


“Permitted
Fund Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with
committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any
federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form
of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements located
or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 



    Exhibit SS-2


    


    

 


“Qualified
Transferee” – Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of
the following:


 


(A)       a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)       an
investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility
Requirements;


 


(C)       an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies the
Eligibility Requirements;


 


(D)       any
entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)       a
Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer
Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization
Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this
definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO
Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that
are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special
servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced by a Person meeting the requirements
of this clause (E) within thirty (30) days; or


 


(F)       an
investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity
that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the general partner,
managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly,
by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition.


 


“Qualified
Trustee” – Shall mean (i) a corporation, national bank, national banking association or a trust company, organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers 


 



    Exhibit SS-3


    


    

 


and
to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii)
an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each
of the Rating Agencies.


 


“Rating
Agencies” – Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that
have rated any of the Certificates.


 


“Rating
Agency Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence
of the event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or
withdrawal of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In
the event that no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require
a Rating Agency Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required
Special Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special servicer
is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12)
month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current rating on
any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.         Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)       Subordinated
Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all of the terms and provisions
of the Loan Documents, (ii) the continued performance of the Loan Documents 


 



    Exhibit SS-4


    


    

 


will not constitute a default or an event which, with
the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated Loan Documents, and (iii)
any application or use of the proceeds of the Loan for purposes other than those provided in the Loan Documents shall not affect,
impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)    
   Lender hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions
of this Agreement, hereby consents to and approves of the making of the Subordinated Loan and, subject to the terms and
provisions of this Agreement, all of the terms and provisions of the Subordinated Loan Documents, (ii) the execution,
delivery and performance of the Subordinated Loan Documents will not constitute a default or an event which, with the giving
of notice or the lapse of time, or both, would constitute a default under the Loan Documents, (iii) any application or use of
the proceeds of the Subordinated Loan for purposes other than those provided in the Subordinated Loan Documents shall not
affect, impair or defeat the terms and provisions of this Agreement or the Subordinated Loan Documents.


 


2.      
   Representations and Warranties.


 


(a)        Subordinated
Lender hereby represents and warrants as follows:


 


(i)    
    Subordinated Lender has heretofore provided Lender with true, complete and correct copies of the
Subordinated Loan Documents. To Subordinated Lender’s knowledge, there currently exists no default or event which, with
the giving of notice or the lapse of time, or both, would constitute a default under any of the Subordinated Loan
Documents.


 


(ii)    
   Subordinated Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any
lien, security interest, option or other charge or encumbrance.


 


(iii)       There
are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)       Subordinated
Lender has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.


 


(v)        Subordinated
Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to
execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)       All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated Lender have
been duly taken, and all such actions continue in full force and effect as of the date hereof.


 





(vii)      Subordinated Lender has duly executed and delivered this Agreement and this Agreement constitutes the
legal, valid, and binding agreement of Subordinated Lender enforceable against Subordinated Lender in accordance with its
terms subject to



 




    Exhibit SS-5


    


    

  


(a) applicable bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of
equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(viii)     To
Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of,
or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated Lender of
the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)        None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated Lender, (b) to Subordinated
Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person
the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under
the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Subordinated Lender is a
party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge, result in the creation of any
lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets
of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or
other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency
or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated Lender or
upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s knowledge,
constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)         The
Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)        Lender
hereby represents and warrants as follows:


 


(i)          Lender
has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s actual
knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute
a default under any of the Loan Documents.


 


(ii)         Lender
is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge or encumbrance.


 


(iii)        There
are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or waived.


 




    Exhibit SS-6


    


    

 


(iv)       Lender
is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power to execute,
deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)        All
actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been duly taken,
and all such actions continue in full force and effect as of the date hereof.


 



(vi)       Lender
has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Lender
enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency and moratorium
laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.


 


(vii)      To
Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated
by this Agreement other than those that have been obtained.


 


(viii)     None
of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement
will (a) violate or conflict with any provision of the organizational or governing documents of Lender, (b) to Lender’s
knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to
terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms
of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender is a party or to which
any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage,
lease, claim, security interest, or other right or interest upon the properties or assets of Lender pursuant to the terms of any
such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (d) violate any judgment,
order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which
Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets, or business of Lender
or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation that is applicable to Lender.


 


(ix)        The
Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.          Subordination
and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated Loan Documents
(and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated Loan, in
each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby and all
of the foregoing (collectively, the 


 



    Exhibit SS-7


    


    

 


“Subordinated Interests”) shall at all times be junior, subject and subordinate
to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights and remedies
contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions thereof
shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and agreed that
the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the Project.
In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced by the
Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and the
obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without limitation,
whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower
and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Documents)
under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance in full of all
amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account of the Subordinated
Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated Lender contrary
to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit of Lender and
shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash)
to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the Loan in accordance
with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making protective advances
(and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence of a default under
the Loan at such time.


 


4.         Modifications,
Amendments, Etc.


 


(a)       Lender
shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”)
of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase the interest rate or principal
amount of the Loan, (ii) increase in any other material respect any monetary obligations of Borrower under the Loan Documents,
(iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may permit Borrower to exercise any extension
options in accordance with the terms and provisions of the Loan Documents), (iv) convert or exchange the Loan into or for any
other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend or modify the provisions limiting
transfers of interests in the Borrower or the Project, (vi) cross default the Loan with any other indebtedness, (vii) obtain any
contingent interest, additional interest or so-called “kicker” measured on the basis of the cash flow or appreciation
of the Project, (or other similar equity participation), or (viii) extend the period during which voluntary prepayments are prohibited
or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or increase the amount
of any such prepayment fee, premium or yield maintenance charge; provided, however, in no event shall Lender be
obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification in the case of a work-out or other surrender,
compromise, release, renewal, or indulgence relating to the Loan during the existence of an Event of Default



 



    Exhibit SS-8


    


    

 


(as defined in the
Loan Documents) under the Loan, except that under no conditions shall clause (i) (with respect to increase principal amount only),
or clause (viii) be modified without the written consent of Subordinated Lender. In addition and notwithstanding the foregoing
provisions of this Section 2, any amounts funded by the Lender under the Loan Documents as a result of (A) the making of any protective
advances or other advances by the Lender, or (B) interest accruals or accretions and any compounding thereof (including default
interest), shall not be deemed to contravene this Section 2.


 


(b)       Subordinated
Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated
Loan Modification”) of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated
Loan Modification shall (i) increase the interest rate or principal amount of the Subordinated Loan, (ii) increase in any
other material respect any monetary obligations of under the Subordinated Loan Documents, (iii) extend or shorten the
scheduled maturity date of the Subordinated Loan (except that Subordinated Lender may permit Borrower to exercise any
extension options in accordance with the terms and provisions of the Subordinated Loan Documents), (iv) convert or exchange
the Subordinated Loan into or for any other indebtedness or subordinate the Subordinated Loan to any indebtedness of
Borrower, (v) provide for any additional contingent interest, additional interest or so called “kicker” measured
on the basis of the cash flow or appreciation of the Project (or other similar equity participation), (vi) amend or modify
the provisions of the Subordinated Loan Documents limiting transfers of direct or indirect interest in Borrower, (vii) modify
or amend the terms and provision of any Subordinated Loan Document with respect to the manner, timing or method of the
application of payments under the Subordinated Loan Documents, (vi) cross default the Subordinated Loan with any other
indebtedness, or (vii) amend or modify the provisions limiting transfers of interests in the Borrower or the
Project. Notwithstanding anything to the contrary contained herein, if an Event of Default exists under the Subordinated Loan
Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated Loan Documents in connection with a
work out or other surrender, compromise, release, renewal or modification of the Subordinated Loan except that under no
conditions shall clause (i), with respect to increases in principal amounts only, clause (ii), clause (iii) (with respect to
shortening the maturity only), clause (iv) or clause (v) be modified without the written consent of the Lender. In addition
and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by the Subordinated Lender under the
Subordinated Loan Documents as a result of (A) the making of any Protective Advances or other advances by the Subordinated
Lender, or (B) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed
to contravene this Section 6(b).


 


(c)       Lender
shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation, any side letters, waivers
or consents entered into, executed or delivered by Lender) within a reasonable time after any of such applicable instruments have
been executed by Lender.


 


(d)       Subordinated
Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements,
alterations,



 



    Exhibit SS-9


    


    

 


changes or revisions to any one or more of the Subordinated Loan Documents (including, without limitation, any side
letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable time after any of
such applicable instruments have been executed by Subordinated Lender.


 


5.         Default
Notice.


 


(a)       Subordinated
Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving of such notice of
default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default. Lender may, but
shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by Lender as and for
the cure by Borrower.


 


(b)       Lender
shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice of default
to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may, but shall
not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and for the
cure by Borrower.


 


6.   
    Casualty and Condemnation. In the event of a casualty to the buildings or improvements
constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion
of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or
consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that
so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any
Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to
an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender,
execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set
forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence
the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the
amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has
been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project,
such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required
by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed
the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of
such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender
shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the
excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the
excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall
release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan
Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Documents. Any
portion of the Award made available to the Borrower


 




    Exhibit SS-10


    


    

 


for the repair or restoration of the Project shall not be subject to
attachment by Subordinated Lender.


 


7.    
   Foreclosure of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as
a Loan shall remain outstanding, (A) due notice of the commencement of any foreclosure of the Subordinated Loan Documents
shall be given to Lender, and true copies of all papers served or entered in such action will be delivered to Lender, (B) no
portion of the rents, issues and profits of the Project shall be collected in connection with the foreclosure of the
Subordinated Loan Documents except through a receiver appointed by the court in which such foreclosure action is brought,
after due notice for the appointment of such receiver shall have been given to Lender, (C) the rents, issues and profits
collected by any such receiver shall be applied first to the payment of taxes, maintenance and operating charges and
disbursements incurred in connection with the operation and maintenance of the Project and next to the payment of principal
and interest (including, without limitation, default interest and late payment charges) due under the Loan Documents, and (D)
if during the pendency of any such foreclosure action an action shall be brought for the foreclosure of the Loan Documents
and an application shall be made for an extension of the receivership for the benefit of Lender, all such rents, issues and
profits held by such receiver as of the date of such application shall be applied by the receiver solely for the benefit of
Lender, and the Subordinated Lender shall not be entitled to any portion thereof until Lender has received all amounts then
due to it. Without limiting the generality of the foregoing, Subordinated Lender consents to, and shall not object to, any
action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated Lender further agrees
that it shall not institute any action or proceeding for the appointment of a receiver at any time during which a receiver
shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or caused the
appointment of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to take all
action reasonably necessary to terminate such appointment in order to facilitate Lender’s appointment of
same.


 


8.       Rights
of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective Advance
by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior to the
payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies under
the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall not
acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other collateral
now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan Documents
or the liens, rights, estates and interests created thereby.


 


9.       Transfer
of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest in the Subordinated
Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which case the related transferee
shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement, or (ii) such Transfer
is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated Lender hereunder and
agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the representations and
warranties contained herein for the benefit of the Lender.


 



    Exhibit SS-11


    


    

 


At
least five (5) days prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification
that such transfer will be made in accordance with this Section 9, such certification to include the name and contact information
of the Qualified Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated
Lender acknowledges that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute
discretion and that such Rating Agencies may charge customary fees in connection with any such action, which fee, together with
any and all other reasonable costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same,
including, without limitation, reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender
may, from time to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding
any such Transfer or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the
respects set forth in this Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the
terms and provisions of this Agreement.


 


Notwithstanding
anything contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.        Notices.
All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage prepaid, return
receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices shall be
deemed to have been given when received. Either party may change its address for notices hereunder by written notice to the other
party.


 


11.        Obligations
Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated Lender under this Agreement
shall remain in full force and effect irrespective of:


 


(i)         any
lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or instrument
relating thereto;


 


(ii)        any
taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent
to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)       any
manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan, or any manner
of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any other assets
of Borrower or any other Affiliates of Borrower;


 


(iv)       any
change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of Borrower;
or


 






    Exhibit SS-12


    


    

 


(v)       any
other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated creditor
or a Lender subject to the terms hereof.


 


12.       Continued
Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated Lender
upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.       Estoppel.


 


(a).      Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth
the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the
Subordinated Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under
the Subordinated Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by
Lender and by any prospective purchaser of all or any interest in the Loan.


 


(b).      Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.       No
Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to inure to Borrower,
or any other Person other than the respective successors and permitted assignees of the parties hereto. This Agreement may not
be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change
is sought.


 


15.       Counterpart
Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement.


 


16.       No
Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law.


 


17.       No
Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or joint tenancy
relationship between or among any of the parties hereto.

 



    Exhibit SS-13


    


    

 



 


18.       Captions.
The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed
to be a part hereof.


 


19.       Conflicts.
In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this Agreement shall control.


 


20.       No
Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform all of the
terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of Borrower under
the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions, obligations,
covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under the Subordinated
Loan Documents.




21.       Severability.
In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid
or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law,
and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions
or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same
affect the validity or enforceability of any other provision of this Agreement.


 


22.       Expenses.


 


(a)       Subordinated
Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable
fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection with the (i) exercise or enforcement
of any of the rights of Lender against Subordinated Lender hereunder to the extent that Lender is the prevailing party in any
dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe any of the provisions hereof.


 


(b)       Lender
agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the extent that Subordinated
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform or observe any of the
provisions hereof.


 


23.       Injunction.
Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary damages are not an adequate
remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated Lender hereunder would cause
irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach of this Agreement by the other,
the remedies of


 



    Exhibit SS-14


    


    

 


injunction, declaratory judgment and specific performance shall be available to such non breaching party.


 


24.       Each
of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated Loan
Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated Lender
agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.       Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 




26.       Successors
and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and their respective permitted
successors and assigns. Lender shall have the right to record this Agreement.


 


27.       Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted
in accordance with the laws of the State of New York.


 


28.       Amendments.
No provision of this Agreement shall be waived, amended or supplemented except by written agreement of the party charges with
such waiver, amendment or supplement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	 


 





	 	SUBORDINATED LENDER:
	 	 
	 	[__________]
	 	 	 
	 	By:	 


 



    Exhibit SS-15


    


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 




 


On
the __ day of ________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 





	 	 	Signature and Office of individual

taking acknowledgment



 





	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 


 


On
the ___ day of _________ in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


 


	 	 	Signature and Office of individual

taking acknowledgment


 



    Exhibit SS-16


    


    

 


SCHEDULE
1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 





		1.	1745 Broadway



		2.	Griffin Portfolio II



		3.	Pfizer Building



		4.	Showcase II



		5.	Plaza Frontenac



		6.	Town Center Aventura



		7.	Fair Oaks Mall



		8.	Anderson Towne Center



		9.	181 Fremont



		10.	Shoppes at Chino Hills



		11.	CoolSprings Galleria





 





 


 



    Schedule 1-1


    


    

 


SCHEDULE
2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See
Annex E to the Prospectus


 



    Schedule 2-1


    


    

 


SCHEDULE
3



MORTGAGE LOANS (OTHER THAN NCB CO-OP MORTGAGE LOANS) WITH EARNOUT, OR PERFORMANCE ESCROWS OR RESERVES EXCEEDING 10% OF THE INITIAL
PRINCIPAL BALANCE


 


 





	Mortgage Loan Number	Mortgage Loan Name	Reserve Description	Applicable Escrow or Reserve (Initial Amount)
	10	Florida Hotel & Conference Center	Initial Replacement Reserve	$5,500,000
	21	Staybridge Suites Orlando Airport South	PIP Reserve	$2,058,995



 


 



    Schedule 3-1