Exhibit 4.1


 


EXECUTION VERSION


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.,

as Depositor


 


Midland
Loan Services, a Division of PNC Bank, National Association,

as Master Servicer and as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and as Trustee,


 


and


 


Pentalpha
Surveillance LLC,

as Operating Advisor and as Asset Representations Reviewer


 


 



 


POOLING AND SERVICING AGREEMENT


 


Dated as of October 1, 2018


 


 



 


Commercial Mortgage Pass-Through Certificates


 


Series 2018-C13


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	5
	Section 1.02	Certain
Calculations	119
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance
of Mortgage Loans	121
	Section 2.02	Acceptance
by Trustee	128
	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	133
	Section 2.04	Execution
of Certificates; Issuance of Lower-Tier Regular Interests	150
	Section 2.05	Creation
of the Grantor Trust	150
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND
	 
	Section 3.01	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	150
	Section 3.02	Collection
of Mortgage Loan Payments	159
	Section 3.03	Collection
of Taxes, Assessments and Similar Items; Servicing Accounts	164
	Section 3.04	The
Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	169
	Section 3.05	Permitted
Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	176
	Section 3.06	Investment
of Funds in the Collection Account and the REO Account	186
	Section 3.07	Maintenance
of Insurance Policies; Errors and Omissions and Fidelity Coverage	188
	Section 3.08	Enforcement
of Due-on-Sale Clauses; Assumption Agreements	194
	Section 3.09	Realization
Upon Defaulted Loans and Companion Loans	200


 




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	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	204
	Section 3.11	Servicing Compensation	205
	Section 3.12	Inspections;
Collection of Financial Statements	213
	Section 3.13	Access to Certain
Information	219
	Section 3.14	Title to REO
Property; REO Account	232
	Section 3.15	Management of REO Property	234
	Section 3.16	Sale of Defaulted
Loans and REO Properties	236
	Section 3.17	Additional Obligations
of Master Servicer and Special Servicer	243
	Section 3.18	Modifications,
Waivers, Amendments and Consents	246
	Section 3.19	Transfer of
Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	256
	Section 3.20	Sub-Servicing
Agreements	264
	Section 3.21	Interest Reserve
Account	267
	Section 3.22	Directing Certificateholder
and Operating Advisor Contact with the Master Servicer and the Special Servicer	268
	Section 3.23	Controlling
Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	268
	Section 3.24	Intercreditor
Agreements	272
	Section 3.25	Rating Agency
Confirmation	276
	Section 3.26	The Operating
Advisor	277
	Section 3.27	Companion Paying
Agent	285
	Section 3.28	Serviced Companion
Noteholder Register	286
	Section 3.29	Certain Matters
Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	286
	Section 3.30	[RESERVED]	289
	Section 3.31	[RESERVED]	289
	Section 3.32	Resignation
Upon Prohibited Risk Retention Affiliation	289
	Section 3.33	Delivery of
Excluded Information to the Certificate Administrator	289
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	290
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	301
	Section 4.03	P&I Advances	307
	Section 4.04	Allocation of
Realized Losses	310
	Section 4.05	Appraisal Reduction
Amounts; Collateral Deficiency Amounts	311
	Section 4.06	Grantor Trust
Reporting	316
	Section 4.07	Investor Q&A
Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	317
	Section 4.08	Secure Data
Room	320


 




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	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	321
	Section 5.02	Form and Registration	322
	Section 5.03	Registration
of Transfer and Exchange of Certificates	325
	Section 5.04	Mutilated,
Destroyed, Lost or Stolen Certificates	335
	Section 5.05	Persons
Deemed Owners	336
	Section 5.06	Access
to List of Certificateholders’ Names
and Addresses; Special Notices	336
	Section 5.07	Maintenance
of Office or Agency	337
	Section 5.08	Appointment
of Certificate Administrator	337
	Section 5.09	[RESERVED]	338
	Section 5.10	Voting
Procedures	338
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 

OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE 

DIRECTING CERTIFICATEHOLDER
	 	 
	Section 6.01	Representations,
Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	340
	Section 6.02	Liability
of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	346
	Section 6.03	Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
Reviewer	346
	Section 6.04	Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others	348
	Section 6.05	Depositor,
Master Servicer and Special Servicer Not to Resign	353
	Section 6.06	Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer	354
	Section 6.07	The
Master Servicer and the Special Servicer as Certificate Owner	355
	Section 6.08	The
Directing Certificateholder	355
	Section 6.09	Knowledge
of Wells Fargo Bank, National Association	363
	 	 	 
	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	363


 




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	Section 7.02	Trustee to Act; Appointment of Successor	372
	Section 7.03	Notification
to Certificateholders	374
	Section 7.04	Waiver
of Servicer Termination Events	375
	Section 7.05	Trustee
as Maker of Advances	375
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties
of the Trustee and the Certificate Administrator	376
	Section 8.02	Certain
Matters Affecting the Trustee and the Certificate Administrator	377
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	379
	Section 8.04	Trustee
or Certificate Administrator May Own Certificates	380
	Section 8.05	Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	380
	Section 8.06	Eligibility
Requirements for Trustee and Certificate Administrator	381
	Section 8.07	Resignation
and Removal of the Trustee and Certificate Administrator	382
	Section 8.08	Successor
Trustee or Certificate Administrator	385
	Section 8.09	Merger
or Consolidation of Trustee or Certificate Administrator	385
	Section 8.10	Appointment
of Co-Trustee or Separate Trustee	386
	Section 8.11	Appointment
of Custodians	387
	Section 8.12	Representations
and Warranties of the Trustee	387
	Section 8.13	Provision
of Information to Certificate Administrator, Master Servicer and Special Servicer	388
	Section 8.14	Representations
and Warranties of the Certificate Administrator	388
	Section 8.15	Compliance
with the PATRIOT Act	390
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	390
	Section 9.02	Additional
Termination Requirements	394
	 	 	 
	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC
Administration	394
	Section 10.02	Use
of Agents	398
	Section 10.03	Depositor,
Master Servicer and Special Servicer to Cooperate with Certificate Administrator	398
	Section 10.04	Appointment
of REMIC Administrators	399


 




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	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	400
	Section 11.02	Succession;
Subcontractors	400
	Section 11.03	Filing
Obligations	403
	Section 11.04	Form
10-D and Form ABS-EE Filings	403
	Section 11.05	Form 10-K Filings	408
	Section 11.06	Sarbanes-Oxley
Certification	411
	Section 11.07	Form 8-K Filings	412
	Section 11.08	Form
15 Filing	414
	Section 11.09	Annual
Compliance Statements	415
	Section 11.10	Annual
Reports on Assessment of Compliance with Servicing Criteria	416
	Section 11.11	Annual
Independent Public Accountants’ Attestation
Report	419
	Section 11.12	Indemnification	420
	Section 11.13	Amendments	422
	Section 11.14	Regulation
AB Notices	423
	Section 11.15	Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	423
	Section 11.16	Certain
Matters Regarding Significant Obligors	428
	Section 11.17	Impact
of Cure Period	428
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	429
	Section 12.02	Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	435
	Section 12.03	Resignation
of the Asset Representations Reviewer	436
	Section 12.04	Restrictions of the Asset Representations Reviewer	436
	Section 12.05	Termination of the Asset Representations Reviewer	437
	 	 	 
	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	440
	Section 13.02	Recordation
of Agreement; Counterparts	444
	Section 13.03	Limitation on Rights of Certificateholders	445
	Section 13.04	Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial	446
	Section 13.05	Notices	446
	Section 13.06	Severability
of Provisions	452
	Section 13.07	Grant
of a Security Interest	452
	Section 13.08	Successors
and Assigns; Third Party Beneficiaries	452


 




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	Section 13.09	Article and Section Headings	453
	Section 13.10	Notices
to the Rating Agencies	453


 




     -vi-


     


    

 


	EXHIBITS	 
	 	 
	EXHIBIT A-1	Form of Certificate (Other than Class D-RR, Class E-RR, Class F-RR, Class G-RR, Class NR-RR, Class Z and Class R Certificates)
	EXHIBIT A-2	Form of Class RR Certificate
	EXHIBIT A-3	Form of Class Z Certificate
	EXHIBIT A-4	Form of Class R Certificate
	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 Risk Retention Certificates
	EXHIBIT D-4	Form of Transferor Certificate for Transfers of Risk Retention Certificates
	EXHIBIT D-5	Form of Request of Sponsor Consent for Release of the Risk Retention Certificates
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter Regarding Class R 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 (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons Other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder


 




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	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	[Reserved]
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q	Custodian Certification/Exception Report
	EXHIBIT R-1	Form
    of Power of Attorney – Master Servicer
	EXHIBIT R-2	Form
    of Power of Attorney – Special Servicer
	EXHIBIT S	Initial Serviced Companion Noteholders
	EXHIBIT T	Form of Notice Relating to the Non-Serviced Mortgage 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 Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form 10-K
	EXHIBIT Y-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT Y-2	Form of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT Y-3	Form of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT Y-4	Form of Certification to be Provided to Depositor by Trustee
	EXHIBIT Y-5	Form of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT Y-6	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Y-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT Z	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT AA	Additional Form 10-D Disclosure
	EXHIBIT BB	Additional Form 10-K Disclosure
	EXHIBIT CC	Form 8-K Disclosure Information
	EXHIBIT DD	Additional Disclosure Notification
	EXHIBIT EE	Initial Sub-Servicers
	EXHIBIT FF	Servicing Function Participants
	EXHIBIT GG	Form of Annual Compliance Statement
	EXHIBIT HH	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT II	CREFC® Payment Information
	EXHIBIT JJ	Form of Notice of Additional Indebtedness Notification
	EXHIBIT KK	[Reserved]
	EXHIBIT LL	Additional Disclosure Notification (Accounts)
	EXHIBIT MM	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT NN	Form of Asset Review Report by the Asset Representations Reviewer
	EXHIBIT OO	Form of Asset Review Report Summary
	EXHIBIT PP	Asset Review Procedures
	EXHIBIT QQ	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room


 




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	EXHIBIT RR	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	EXHIBIT SS	Certificate Administrator Receipt of the Risk Retention Certificates
	EXHIBIT TT	Form of Limited Power of Attorney
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Mortgage Loans With Escrows or Reserves Exceeding 10% of the Initial Principal Balance


 






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This Pooling and Servicing
Agreement is dated and effective as of October 1, 2018, among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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 (2) 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 Z 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 Z Certificates shall represent undivided beneficial interests in the Class Z Specific
Grantor Trust Assets. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to
ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal
income tax law and not be treated as part of 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 LASB,
Class LA3, Class LA4, Class LAS, Class LB, Class LC, Class LD, Class LD-RR, Class LE-RR, Class LF-RR,
Class LG-RR and Class LNR-RR (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)	 	 	$	19,987,000	 
	Class LA2	 	(1)	 	 	$	97,922,000	 
	Class LASB	 	(1)	 	 	$	38,766,000	 
	Class LA3	 	(1)	 	 	$	120,000,000	 
	Class LA4	 	(1)	 	 	$	223,741,000	 
	Class LAS	 	(1)	 	 	$	62,552,000	 
	Class LB	 	(1)	 	 	$	34,850,000	 
	Class LC	 	(1)	 	 	$	31,276,000	 
	Class LD	 	(1)	 	 	$	16,442,000	 
	Class LD-RR	 	(1)	 	 	$	19,302,000	 
	Class LE-RR	 	(1)	 	 	$	8,936,000	 
	Class LF-RR	 	(1)	 	 	$	7,149,000	 
	Class LG-RR	 	(1)	 	 	$	8,042,000	 
	Class LNR-RR	 	(1)	 	 	$	25,915,367	 
	Class LR	 	None(2)	 	 	 	None	 




 





 







		(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 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-SB, Class A-3, Class A-4,
Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class D-RR, Class E-RR, Class F-RR,
Class G-RR and Class NR-RR Regular Certificates, 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 CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the initial 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:



 






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	Class of Certificates	 	Initial
    Pass-

    Through Rate	 	Original

    Certificate
 Balance or
 Notional Amount
	Class A-1 Certificates	 	3.3661	%	 	$	19,987,000	 
	Class A-2 Certificates	 	4.2076	%	 	$	97,922,000	 
	Class A-SB Certificates	 	4.2410	%	 	$	38,766,000	 
	Class A-3 Certificates	 	4.0694	%	 	$	120,000,000	 
	Class A-4 Certificates	 	4.3344	%	 	$	223,741,000	 
	Class X-A Certificates	 	0.9687	%(1)	 	$	500,416,000	(2)
	Class X-B Certificates	 	0.3986	%(1)	 	$	128,678,000	(2)
	Class A-S Certificates	 	4.5853	%	 	$	62,552,000	 
	Class B Certificates	 	4.7863	%	 	$	34,850,000	 
	Class C Certificates	 	5.1218	%	 	$	31,276,000	 
	Class X-D Certificates	 	2.1688	%(1)	 	$	16,442,000	(2)
	Class D Certificates	 	3.0000	%	 	$	16,442,000	 
	Class D-RR Certificates	 	5.1688	%	 	$	19,302,000	 
	Class E-RR Certificates	 	5.1688	%	 	$	8,936,000	 
	Class F-RR Certificates	 	5.1688	%	 	$	7,149,000	 
	Class G-RR Certificates	 	5.1688	%	 	$	8,042,000	 
	Class NR-RR Certificates	 	5.1688	%	 	$	25,915,367	 
	Class Z Certificates	 	None(3)	 	 	N/A	 
	Class R Certificates	 	None(3)	 	 	N/A	 





 





 






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



 


		(2)	None
                                         of the Class X-A, Class X-B or Class X-D 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 and the Class X-D Notional Amount,
                                         as applicable.



 


		(3)	Neither
                                         the Class Z nor the Class R 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 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.



 


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 $714,880,368.


 


WHOLE LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA or TSA	Mortgage
    Loan	Pari
    Passu Companion Loan(s)	Subordinate
    Companion Loan(s)
	1	1670
    Broadway Whole Loan	Serviced

         
	N/A	Note
                                         A-1 

        Note
        A-3 

        Note
        A-6 
	Note
                                         A-2 

        Note
        A-4 

        Note
        A-5 
	N/A
	4	Christiana
    Mall Whole Loan	Non-Serviced	Christiana
    Mall Trust 2018-CHRS	Note
    A-2-B	Note
    A-1-A	Note
    B-1



 






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        Note A-1-B


        Note A-1-C


        Note A-1-D


        Note A-1-E


        Note A-2-A


        Note A-2-C


        Note A-2-D


        Note A-2-E


        Note A-3-A


        Note A-3-B


        Note
A-3-C
	


        Note B-2


        Note
        B-3

         

	5	Wyvernwood
    Apartments Whole Loan	Non-Serviced	UBS
    2018-C12	Note
    A-2	Note A-1


        Note A-3


        Note A-4


        Note
A-5
	N/A
	6	Pier
    1 Imports Headquarters Whole Loan	Serviced	N/A	Note A-1


        Note A-3

        	Note
A-2

        Note A-4


        Note A-5


        Note
A-6
	N/A
	9	Barrywoods
    Crossing Whole Loan	Serviced	N/A	Note
A-1
	Note
A-2
	N/A
	10	Shelbourne
    Global Portfolio I Whole Loan	Serviced	N/A	Note
        A-1

         
	Note
A-2

        Note A-3


        Note A-4


        Note A-5


        Note A-6


        Note
A-7
	N/A
	11	Ellsworth
    Place Whole Loan	Servicing
    Shift	(1)	Note
        A-2

         
	Note A-1


        Note A-3


        Note A-4


        Note
A-5
	N/A
	17	Riverwalk
    Whole Loan	Non-Serviced	UBS
    2018-C12	Note A-4


        Note A-5

        	Note A-1


        Note A-2


        Note A-3


        Note
A-6
	N/A
	23	Aspect
    RHG Hotel Portfolio Whole Loan	Non-Serviced	UBS
    2018-C12	Note
A-2
	Note
A-1
	N/A





 


		(1)	On
                                         and after the related Servicing Shift Securitization Date, the Servicing Shift Whole
                                         Loan will be serviced pursuant to the related Non-Serviced PSA.



 


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


 






     -4-


     


    




 


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 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).


 


“1670 Broadway
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 11, 2018, between the holders
of the respective promissory notes evidencing the 1670 Broadway Whole Loan, relating to the relative rights of such holders, as
the same may be further 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, access to which is limited to the Depositor and any NRSRO that has provided an NRSRO
Certification to the 17g-5 Information Provider.


 


“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 and any holders of any related Pari Passu Companion Loans, 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 Christiana Mall Intercreditor Agreement is the only AB Intercreditor Agreement under this Agreement.


 






     -5-


     


    




 


“AB Major Decision”
With respect to each Serviced AB Whole Loan, a “major decision” or equivalent term under the related AB Intercreditor
Agreement.


 


“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. For the avoidance of doubt, the Christiana Mall Mortgage Loan is the only AB Mortgage Loans under this Agreement.


 


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan.


 


“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. For the avoidance of doubt, the Christiana Mall Subordinate Companion
Loans are the only AB Subordinate Companion Loans under this Agreement.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, the Christiana
Mall Whole Loan is the only AB Whole Loan under this Agreement.


 


“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 under this Agreement.


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (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


 



     -6-


     


    

 


than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Master Servicer has determined (i) prior to the occurrence and continuance of a Control Termination Event,
with the consent of the Directing Certificateholder and (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 (other than with respect to any Excluded Loan) (or, 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) will not have more than
thirty (30) days to respond to the Master Servicer’s request for such consent or consultation; provided, further,
that upon the Master Servicer’s determination consistent with the Servicing Standard, that exigent circumstances do not allow
the Master Servicer to consult with the Directing Certificateholder or any applicable Serviced AB Whole Loan Controlling Holder,
as applicable, the Master Servicer is not required to do so. The Master Servicer (at its own expense) 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 DD.


 


“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).


 






     -7-


     


    




 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator 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 3.26(q).


 


“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).


 


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


 


“AIV”:
KKR Real Estate Credit Opportunity Partners (AIV) Aggregator I L.P.


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is an ARD Loan, the date upon which such Mortgage Loan commences
accruing interest at its respective 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


 



     -8-


     


    

 


Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written
notice from the appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or 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 Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special
Servicer (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), and, after the occurrence and during the continuance of a Control Termination Event but
prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder
(except with respect to any such Excluded Loan) and the Operating Advisor and, after the occurrence and 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 later of (i) the date on which the Special Servicer receives an Appraisal (together with information requested
by the Special Servicer from the Master Servicer in accordance with Section 4.05 of this Agreement reasonably necessary
to calculate the Appraisal Reduction Amount) or completes the valuation and (ii) the occurrence of such Appraisal Reduction Event,
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 Special Servicer with respect to that Mortgage Loan (together
with any other Mortgage Loan cross-collateralized with such 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 Master Servicer as an
Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by
one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage
Loan cross-collateralized with such 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 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; and (B) all
escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date
of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced
Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole
Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances


 



     -9-


     


    

 


on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not
reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement
Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate
taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including
any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the
case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer,
the Special Servicer or the Trustee, as applicable); provided, however, that without limiting the Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal
or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with
respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction
Event, within one hundred twenty (120) days (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
or performed by the Special Servicer (together with information requested by the Special Servicer from the Master Servicer in accordance
with Section 4.05 hereof reasonably necessary to calculate the Appraisal Reduction Amount) and the Appraisal Reduction
Amount is calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days after the
later of (a) the Special Servicer’s receipt of such Appraisal or the completion of the valuation and (b) the occurrence of
such Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and
use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance);
provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i)
of the definition of Appraisal Reduction Event, the Special Servicer shall 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 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 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 Special Servicer to the 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),
the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall provide
the Special Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days of its receipt
of any such request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),
the


 



     -10-


     


    

 


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.


 


“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,
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 or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or
Companion Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of
such Mortgage Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which
a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the
tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time),
(v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if
not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment
with respect to such Mortgage Loan or Companion Loan, as applicable, except where a refinancing is anticipated within one hundred
twenty (120) days after the Maturity Date of the Mortgage Loan and Companion Loan, in which case one hundred twenty (120) days
after such uncured delinquency, and (vii) immediately after such Mortgage Loan or Companion Loan, as applicable, becomes an
REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall
not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that 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 Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating
Advisor and the Other Servicer and the Other Trustee, if applicable, or the Master Servicer shall notify the Special Servicer and
the Operating Advisor and the Other Servicer and the Other Trustee, 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 4.05(b)(ii).


 






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


 


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


 


“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.


 


“Aspect RHG
Hotel Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 23, 2018, between the
holders of the respective promissory notes evidencing the Aspect RHG Hotel Portfolio Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“ASR Consultation
Process”: As defined in Section 3.19(d).


 


“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).


 


“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 PP 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 evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates that have Voting
Rights.


 






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“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 NN.


 


“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 OO.


 


“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”: The occurrence of 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 anniversary of the Closing Date,
at least 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 15.0% of the aggregate outstanding principal balance of
all of the Mortgage Loans (including any successor REO Loans) held by the Trust as of the end of the applicable Collection Period,
or (B) after the second 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 any successor REO Loans)
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


 






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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 (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 Property (including Compensating Interest Payments with respect to the Mortgage Loans required to
be deposited by the Master Servicer 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 the Collection Accounts that is held for the benefit of the
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 periods 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


 



     -14-


     


    

 


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 the related Withheld Amount to the extent those funds are on deposit in the Collection Account;


 


(v)           
all Excess Interest allocable to the Mortgage Loans;


 


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


 


(vii)         
all amounts deposited in the Collection Accounts 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 Collection Accounts for such Distribution Date pursuant to Section 3.14(c);


 


(c)         
the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans
with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master Servicer
or the Trustee, as applicable, with respect to the Distribution Date (net of the related Certificate Administrator Fee, Operating
Advisor Fee, Asset Representations Reviewer Fee, CREFC® Intellectual Property Royalty License Fee and Trustee Fee
with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


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


 


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


 






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


 


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


 


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


 


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


 


“Barrywoods
Crossing Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 11, 2018, between
the holders of the respective promissory notes evidencing the Barrywoods Crossing Whole Loan, relating to the relative rights of
such holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


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


 


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


 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in the states or commonwealths of California, Maryland,
New York, North Carolina, Kansas, 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


 



     -16-


     


    

 


commercial mortgage loan servicing office of the Master
Servicer or the Special Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States
of America are authorized or obligated by law or executive order to remain closed.


 


“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-C13, as executed and delivered
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or 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 0.00980%
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”.


 


“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 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 Z or Class R Certificates), as of any date of
determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then-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


 



     -17-


     


    

 


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 the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, 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 the Special Servicer
or an Affiliate thereof shall not be deemed to be outstanding as to the 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
the Master Servicer, the 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 the Master Servicer or the Special Servicer, as applicable, the
Master Servicer and the Special Servicer or any such 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 the
Special Servicer’s, the 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, the Master Servicer, the 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, the Master Servicer, the 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 the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is


 



     -18-


     


    

 


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 Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates on an aggregate basis.


 


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


 


“Christiana
Mall Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 9, 2018, between the holders of the
respective promissory notes evidencing the Christiana Mall Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


 


“Christiana
Mall Trust 2018-CHRS TSA”: That certain trust and servicing agreement, dated as of August 9, 2018, among Barclays
Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as servicer, as special servicer and
as certificate administrator and Wilmington Trust, National Association, as trustee, as from time to time amended, supplemented
or modified relating to the issuance of the BBCMS 2018-CHRS Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-CHRS.


 


“Class”:
With respect to any Certificates, all of the Certificates bearing the same alphanumeric Class designation. Each designated Lower-Tier
Regular Interest shall be a Class.


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 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 for purposes of the REMIC Provisions.


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.3661%.


 


“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 for purposes of the REMIC Provisions.


 






     -19-


     


    




 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.2076%.


 


“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 for purposes of the REMIC Provisions.


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.0694%.


 


“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 for purposes of the REMIC Provisions.


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.3344%.


 


“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 for purposes of the REMIC Provisions.


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i)
4.5853% 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 for purposes of the REMIC Provisions.


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 4.2410%.


 


“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 for purposes of the REMIC Provisions.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.7863%
and (ii) 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 for purposes of the REMIC Provisions.


 






     -20-


     


    




 


“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 less 0.0470%, but not less than 0.


 


“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 for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class LA1
Uncertificated Interest”, “Class LA2 Uncertificated Interest”, “Class LASB Uncertificated
Interest”, “Class LA3 Uncertificated Interest”, “Class LA4 Uncertificated Interest”,
“Class LAS Uncertificated Interest”, “Class LB Uncertificated Interest”, “Class LC
Uncertificated Interest”, “Class LD Uncertificated Interest”, “Class LD-RR Uncertificated
Interest”, “Class LE-RR Uncertificated Interest”, “Class LF-RR Uncertificated Interest”,
“Class LG-RR Uncertificated Interest” and “Class LNR-RR Uncertificated Interest”: Each,
an uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.


 






     -21-


     


    




 


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


 


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


 


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


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-4
hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class X
Certificates”: The Class X-A, Class X-B and Class X-D 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 for purposes of the REMIC Provisions.


 


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


 


“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


 



     -22-


     


    

 


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 for purposes of the REMIC Provisions.


 


“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 for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class Z
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 Z Certificate, and evidencing undivided beneficial ownership
of the Class Z Specific Grantor Trust Assets.


 


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


 


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


 


“Clearstream”:
Clearstream Banking, S.A. or any successor thereto.


 


“Closing Date”:
October 11, 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 Special Servicer (other than with respect to any Non-Serviced Mortgage Loan) or the 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


 



     -23-


     


    

 


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 Master Servicer), plus (z) any
other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the
extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in
respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined
separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator and the Master Servicer shall
be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount
with respect to Mortgage Loans (other than any Non-Serviced Mortgage Loan). The Certificate Administrator, the Operating Advisor
and the Special Servicer shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of
any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.


 


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. Other than with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall not calculate any
Collateral Deficiency Amount.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Well Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series
2018-C13, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor
Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced
Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder,
to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust,
any Trust REMIC or the Grantor Trust.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan (including any Companion Loan), the period beginning
with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case
of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring
in the month in which such 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 Mortgage Loans (including any periodic payments for
any Companion Loan) relating to such Collection Period


 



     -24-


     


    

 


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
“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced
Companion Noteholders of the Serviced Companion Loans, relating to the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage
Pass-Through Certificates, Series 2018-C13, 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 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 AB 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 Master Servicer in its role as Companion Paying Agent
appointed pursuant to Section 3.27.


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced
Pari Passu Companion Loan, 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) 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 Special Servicer allowed
a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that
portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other
than any Non-Serviced Mortgage Loans), Serviced Pari Passu Companion Loan and REO Loan for


 



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which Servicing Fees are being paid
for such Collection Period, calculated at a rate of 0.00125% per annum, (B) all Prepayment Interest Excesses received
by the Master Servicer during such Collection Period with respect to such 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) subject to
such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master
Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) or any related Serviced Pari Passu Companion Loan, as applicable, subject to
such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls
be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer
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 Master Servicer is required to accept such Principal Prepayment
in accordance with the Servicing Standard, (Y)(i) at the request or with the consent of the Special Servicer or, (ii) for
so long as no Control Termination Event has occurred and is continuing and, other than with respect to an Excluded Loan, at the
request or with the consent of the Directing Certificateholder, or (Z) in connection with the payment of any Insurance and
Condemnation Proceeds, unless the Master Servicer did not apply the Insurance and Condemnation Proceeds in accordance with the
terms of the related Mortgage Loan documents and such failure causes the shortfall), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above,
the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i)
above in connection with such Prohibited Prepayments. The Master Servicer will not be required to make any Compensating Interest
Payment as a result of any prepayments on an AB Subordinate Companion Loan related to a Serviced AB Whole 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.


 


“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 Cumulative Appraisal Reduction Amounts or (ii) a Holder of the Class D-RR Certificates is
the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class D-RR
Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;
provided that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related


 



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to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further 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 have been reduced to zero as a result of the allocation 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.


 


“Control Eligible
Certificates”: Either of the Class D-RR, Class E-RR, Class F-RR, Class G-RR or Class NR-RR Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class D-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a))
being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class D-RR 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 no Control Termination Event may occur with respect
to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan;
and provided, further, 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 have been reduced to zero as a result of the allocation
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 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 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 Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR-RR
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, the
Master Servicer, the Special Servicer, the Operating Advisor or, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, 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


 



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the
Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer, Operating
Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to rely on any such list so provided.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, 600 South 4th
Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services – UBS
2018-C13 and (ii) for all other purposes, to the 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services (CMBS), UBS Commercial Mortgage Trust 2018-C13.


 


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


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the 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.


 


“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


 



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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 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


 



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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 Servicer 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 0.00050%
per annum.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form for the presentation of such information as may be approved
from time to time by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include
all information required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities
Act; provided that the Depositor shall confirm in writing to the 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 Template”: A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Servicer Remittance to Certificate Administrator Template”
available and effective from time to time on the CREFC® Website.


 


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


 



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Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


“Cross-Over
Date”: The 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 (2) 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 is no Crossed Mortgage Loan Group under this Agreement.


 


“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 is no Crossed
Underlying Loan under this Agreement.


 


“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 (4) most recently reported calendar quarters preceding the repurchase or substitution shall 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


 



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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 (4) 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 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 (1) 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 (1) 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) 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 Master
Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or
determination of any Cumulative Appraisal Reduction Amount with respect to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan). With respect to a Non-Serviced Mortgage Loan, the Special Servicer and the Certificate Administrator shall be entitled to
conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction Amount with respect
to such Non-Serviced Mortgage Loan and on the Master Servicer’s calculation or determination of any Collateral Deficiency
Amount with respect to such Non-Serviced Mortgage Loan.


 


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


 


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


 


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


 






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“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in October 2018, or with respect
to any Mortgage Loan that has its first Due Date after October 2018, the date that would have otherwise been the related Due Date
in October 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 nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“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 one hundred-twenty (120) days if the related Mortgagor
has provided the Special Servicer with a written and fully executed commitment for refinancing of the related Mortgage Loan from
an acceptable lender reasonably satisfactory in form and substance to the Special Servicer; 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 the Special Servicer has,
by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.
For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 



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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 and any Certificate issued pursuant to Section 5.02(c) and Section 5.02(d) shall be Definitive
Certificates.


 


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


 


“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”:
UBS Commercial Mortgage Securitization Corp., a Delaware 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.


 


“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
November 2018.


 






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


 


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


 


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


 


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


 






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


 


(x)            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),
copies of a rent roll;


 


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


 


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


 


(f)           a
copy of 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;


 






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(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)          
unless already included in the origination settlement statement, 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)          
unless already included in the environmental reports, 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 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 or credit underwriting
analysis 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


 



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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 and any Excluded Loan),
the initial Directing Certificateholder shall be KKR Real Estate Credit Opportunity Partners Aggregator I L.P. Thereafter, the
Directing Certificateholder contemplated by clause (B) of the prior sentence 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 such 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 (that is not a Loan-Specific Directing Certificateholder) 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 the Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated pursuant
to Section 3.23(l) and a new Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate
Administrator and the other parties hereto shall 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 Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current
Directing Certificateholder.


 


“Directing Holder
Approval Process”: As defined in Section 3.19(d).


 


“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


 



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sale to customers, the use of such REO Property in a trade
or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on the REO Property
other than through an Independent Contractor; provided, however, that an REO Property shall not be considered to
be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures
with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 



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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 November 2018. The initial Distribution
Date shall be November 19, 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 Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists certain parties
identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under
Article XI 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.


 


“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.


 






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“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) 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 Servicer and (b) any
report, file or document other than those listed in clause (a) above, any format compatible with EDGAR, including HTML, Word or
clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term
unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be
held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating
of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30)
days and (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; (ii) an account or accounts maintained
with Wells Fargo Bank, National Association or PNC Bank, National Association so long as Wells Fargo Bank, National Association’s
or PNC Bank, National Association’s, as applicable, long-term unsecured debt or deposit rating shall be at least “A2”
from Moody’s and “A” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account
for more than thirty (30) days) or Wells Fargo Bank, National Association’s or PNC Bank, National Association’s short-term
deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F1” from
Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less) or such other
rating confirmed in a Rating Agency Confirmation); (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 clause (i) - (ii)
above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings
set forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by
or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account or
accounts not listed in clause (i) - (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, the Master Servicer or the Special Servicer; or (vi) 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 “A2” from Moody’s (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 “P-1” from Moody’s
(if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers,
acting in its fiduciary


 



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


 


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS 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, KBRA, S&P,
DBRS and Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such
transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and
warranties set forth in Section 6.01(d), (c) is not (and is neither affiliated nor Risk Retention Affiliated with)
a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder, the Third Party Purchaser or any of their respective Affiliates, (d) has not
performed (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 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 entity (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 Operating
Advisor in its capacity as 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 neither affiliated nor Risk Retention Affiliated with) the Depositor, the Trustee,
a Borrower Party, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing
Certificateholder, the Third Party Purchaser 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 the Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of
its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to
become the special servicer under this Agreement; (e) that (i) has been regularly engaged in the business of analyzing and advising
clients in commercial mortgage-backed


 



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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; and (f) that does not directly or indirectly, through
one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage 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 Operating Advisor and Asset Representations Reviewer (to the
extent it also acts as the Asset Representations Reviewer).


 


“Ellsworth Place
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 25, 2018, between the holders of the
respective promissory notes evidencing the Ellsworth Place Whole Loan, relating to the relative rights of such holders, as the
same may be further amended in accordance with the terms thereof.


 


“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 Special Servicer, and (b) with respect to a Non-Specially Serviced Loan, (i)
in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder,
the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special Servicer, the Directing
Certificateholder or a Controlling Class Certificateholder, (A) prior to the Resolution Failure relating to such Non-Specially
Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan, the
Special Servicer.


 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class Z or Class R Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 91-22 (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 E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates
is an ERISA Restricted Certificate.


 






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


 


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


 


“Excess Interest”:
With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate,
including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage Loan documents. The Excess
Interest shall not be an asset of 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. For the avoidance of doubt, the Class Z Certificates will
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 Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage
Pass-Through Certificates, Series 2018-C13, 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 Excess Interest Certificates. 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 either the Master Servicer or the Special Servicer, any Corrected Loan and any particular
modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,
an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to
the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor
Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously
been deducted from a Workout Fee or Liquidation Fee.


 


“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


 



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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 the Master
Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor
(taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor
within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap equal
to the greater of (i) 1.00% 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, and (ii) $25,000.


 


“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 Available Funds for any Distribution Date that are not covered by the Master Servicer’s
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.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
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


 



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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 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 conducted by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal
Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than information with
respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level. For
the avoidance of doubt, any 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 Servicer, the Special
Servicer or the Operating Advisor shall deliver any Excluded Information to the Certificate 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 3.33.


 


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


 


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


 



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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 Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable, 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
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).


 


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


 


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


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer 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 Special Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any
mezzanine lender pursuant to


 



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Section 3.16 or (iii) the Master Servicer, the Special Servicer, the Holders of the
Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a
recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in
the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer to
make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.


 


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


 


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


 


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


 


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


 


“Gain-on-Sale
Entitlement Amount”: With respect to each Distribution Date, an amount equal to the aggregate amount of (i) the sum of
(a) the aggregate portion of the Interest Distribution Amount for each Class of Regular Certificates that would remain unpaid as
of the close of business on such Distribution Date, and (b) the amount by which the Principal Distribution Amount exceeds the aggregate
amount that would actually be distributed on the such Distribution Date in respect of such Principal Distribution Amount, and (ii)
any 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.


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator,


 






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pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13,
Commercial Mortgage Pass-Through Certificates, Series 2018-C13, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“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.


 


“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.


 


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


 


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


 


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


 


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


 


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


 



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 Servicer, the Directing Certificateholder, the Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner
of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the 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, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other
Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the
Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


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


 


“Initial Delivery
Date”: As defined in Section 3.19(d).


 


“Initial Purchasers”:
UBS Securities LLC, SG Americas Securities, LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., Drexel Hamilton,
LLC and Academy Securities, Inc.


 






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“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner 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.


 


“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 in both EDGAR Compatible Format and Excel format.


 


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


 


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


 



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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 1670 Broadway Intercreditor Agreement, the Christiana Mall Intercreditor Agreement, the Wyvernwood
Apartments Intercreditor Agreement, the Pier 1 Imports Headquarters Intercreditor Agreement, the Barrywoods Crossing Intercreditor
Agreement, the Shelbourne Global Portfolio I Intercreditor Agreement, the Ellsworth Place Intercreditor Agreement, the Riverwalk
Intercreditor Agreement, the Aspect RHG Hotel Portfolio 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, 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 a 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 for any Distribution Date, an amount equal to (A) the
sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the
Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


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


 


“Interest Reserve
Account”: The 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of UBS
Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, 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.


 






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“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent
permitted by applicable law, (i) 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 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, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any Sponsor,
any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding
entities, and with respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer
(or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and
each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known Affiliate of any such
party described above.


 


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


 


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


 


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


 



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the Certificate Administrator’s Website) 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 nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or 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;


 



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(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 the Special Servicer, or by any Companion
Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as
applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the 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 the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan, if applicable) (in any case, other than amounts for which a Workout Fee has been paid, or
will be payable) or (b) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with respect to any Mortgage
Loan, equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial
payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with
the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be; provided,
however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by
the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate
thereof; provided, however, 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 the Special Servicer delivers to the Directing Certificateholder
for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the 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) and (vi) 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, if applicable) provided for such repurchase of such repurchase occurs prior to the termination
of such time period (or extension of such time period, if


 



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applicable) 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) of the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within one-hundred twenty (120) days following the related Maturity Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full provided such a Specially Serviced Loan only became a Specially Serviced
Loan on or after its Maturity Date (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a)
through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related
Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation
Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf
of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable, or REO Property
and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee. 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 ninety
(90) days of receipt of notice of a breach (and giving effect to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or 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 the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of 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
Account 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 Special Servicer in connection with such Loss of Value Payment, the full
amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation
Fee (if any) is


 



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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 a Servicing Shift Mortgage Loan, the “controlling holder”,
the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous
concept under the related Intercreditor Agreement. Prior to the related Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related Servicing Shift Lead
Note, which, in the case of the Ellsworth Place Whole Loan is currently Rialto Mortgage Finance, LLC or an affiliate thereof. With
respect to each Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, there will be no Loan-Specific
Directing Certificateholder with respect to such Servicing Shift 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(i) 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).


 


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


 


“Lower-Tier
REMIC”: One of two (2) 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 Account (other than with respect to any Companion
Loan), the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account,
the Lower-Tier REMIC Distribution Account, and all other properties included in the Trust Fund that are not in the other Trust
REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


 






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“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 Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial
Mortgage Pass-Through Certificates, Series 2018-C13, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
With respect to (a) any Serviced AB Whole Loan for so long as no AB Control Appraisal Period with respect to such Serviced AB Whole
Loan has occurred and is continuing, any related AB Major Decision and (b) with respect to any Serviced Mortgage Loan or Serviced
Whole Loan (other than any Serviced AB Whole Loan for so long as no AB Control Appraisal Period with respect to such Serviced AB
Whole Loan has occurred and is continuing), each of the actions listed in clauses (i) through (xix) of Section 6.08(a).


 


“Major Decision
Reporting Package”: With respect to any Major Decision for which it is processing, a written report by the Master Servicer
or the Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances requiring action of
the Master Servicer or the Special Servicer, as applicable, and (ii) the proposed course of action recommended.


 


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, and its successors in interest and assigns, or any successor
thereto (as Master Servicer) appointed as provided herein.


 


“Master Servicer
Major Decision”: Any Major Decision under clauses (xvi) through (xxi) of the definition of “Major
Decision.”


 


“Master Servicer
Proposed Course of Action Notice”: As defined in Section 2.03(k) of this Agreement.


 


“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


 



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


 


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


 


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


 


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


 


“Mortgage File”:
With respect to each Mortgage Loan 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial
Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, without recourse, representation or
warranty” or in 


 



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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 “Wells Fargo Bank, National Association, as Trustee for
the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13” (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 to or to be submitted for recording);


 


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


 


(v)          
an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank
or in favor of “Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of UBS Commercial
Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13” (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);


 


(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


 



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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 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) name as beneficiary “Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered
holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13”
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 Master Servicer on behalf of the Trustee and to receive, after presentment by the 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 Master
Servicer on behalf of the Trustee;


 


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


 


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


 






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(xv)         
with regard to any related Mortgaged Properties that are hotel properties subject to any franchise agreements, comfort letters
or similar agreements, 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)      
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 and the benefits
intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title
for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits
of such instrument shall be construed to be so undertaken by the Trustee, the Master Servicer or the Special Servicer for the benefit
of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection
with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable
Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing
such Mortgage Loan, with respect to which the original shall be required or the requirements of clause (i) of the


 



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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 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 the 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 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.


 






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“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;


 


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


 


(iii)          
the name of the related Mortgaged Property;


 


(iv)          
the Cut-off Date Balance;


 


(v)           
the street address, city and state of the related Mortgaged Property;


 


(vi)          
the date of the related Mortgage Note;


 


(vii)         
the Maturity Date or Anticipated Repayment Date;


 


(viii)        
the Gross Mortgage Rate;


 


(ix)       
   the original term to maturity or anticipated repayment date;


 


(x)            
the remaining term to stated maturity or anticipated repayment date;


 


(xi)          
amortization type;


 


(xii)         
the original amortization term;


 


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


 


(xiv)        
the applicable master and primary servicing fee rate; and


 


(xv)         
the applicable sub-servicer fee rate.


 


“Mortgage Loan
Seller”: Each of (i) UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, an
Office of the Comptroller of the Currency regulated branch of a foreign bank, or its successor in interest, (ii) Société
Générale, a société anonyme organized under the laws of France, or its successor in interest, (iii)
Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, or its successor in interest, (iv) Natixis Real Estate
Capital LLC, a Delaware limited liability company, (v) Rialto Mortgage Finance, LLC, a Delaware limited liability company, or its
successor in interest, and (vi) CIBC Inc., a Delaware corporation, or its successor in interest.


 


“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,


 



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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; 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.


 


“Net Investment
Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Account 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 Account, the Servicing Accounts or the REO Account 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 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 Master Servicer, the 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


 



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basis of
a 360-day year consisting of twelve (12) 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 (12) 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, as 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 Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.


 


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


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. 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 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, in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as


 



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the case may be, 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 Special Servicer may, at its option (with respect
to any Specially Serviced Loan), make a determination in accordance with the Servicing Standard, that any P&I Advance previously
made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a
Serviced Mortgage Loan, to any Other Servicer, 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 Special Servicer) shall not be binding
upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any such determination by the Special Servicer
shall be conclusive and binding upon the Master Servicer and the Trustee (but this statement shall not be construed to entitle
the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the Master Servicer or the
Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance), provided, however,
that the 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 the Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a
determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I
Advance, the Master Servicer and the Trustee 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 Master
Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan;
provided, however, the Master Servicer and the Trustee may rely on the non-recoverability determination of the Non-Serviced
Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement. Similarly, with respect to the related
Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I
Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination
shall not be binding on the related Non-Serviced Master Servicer, related 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 Master Servicer, the Special Servicer or
the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor
under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related
Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged


 



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Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which,
at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such 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 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 Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as 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 Special Servicer or the Master Servicer to the other and
to the Trustee, the Certificate Administrator and the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the
case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The
Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to
the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information
used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any
existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be entitled to conclusively
rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to


 



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conclusively rely on the Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable. 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.


 


“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 reasonable business
judgment, or the Master Servicer or Special Servicer determines in accordance with the Servicing Standard, as the case may be,
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 Master Servicer or the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that
related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery
for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing
Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any


 



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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 Special Servicer or the Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the
case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer); provided,
however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that
any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the
Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination (other than by the
Special Servicer) shall not be binding upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any
such determination by the Special Servicer shall be binding upon the Master Servicer and the Trustee (but this statement shall
not be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit
the Master Servicer or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable Advance), provided,
however, that the 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 Special Servicer that such Servicing Advance is
or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing
Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and
shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged Property).
The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably
request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master
Servicer’s or the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable, and the
Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing Advance is
or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer
make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such advance is not a


 



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Nonrecoverable
Servicing Advance; provided, however, that the Special Servicer shall not be entitled to make such a request more
frequently than once per calendar month with respect to Servicing Advances other than emergency advances (although such request
may relate to more than one Servicing Advance). In the case of a 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-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class D, Class D-RR, Class E-RR, Class
F-RR, Class G-RR, Class NR-RR, Class Z or Class R Certificate.


 


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


 


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


 


“Non-Serviced
Companion Loan”: Each of (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 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 Intercreditor Agreement related to a Non-Serviced Whole Loan.


 


“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.


 






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“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” (or analogous term) (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” (or analogous term) under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the Christiana Mall Mortgage Loan, the Wyvernwood Apartments Mortgage
Loan, the Riverwalk Mortgage Loan and the Aspect RHG Hotel Portfolio Mortgage Loan, 0.00125% per annum and (ii) the Ellsworth
Place Mortgage Loan (on and after the related Servicing Shift Securitization Date), a per annum rate equal to 0.00125%.


 


“Non-Serviced
PSA”: With respect to:


 


(i)           
the Christiana Mall Whole Loan, the Christiana Mall Trust 2018-CHRS TSA;


 


(ii)          
the Wyvernwood Apartments Whole Loan, the Riverwalk Whole Loan and the Aspect RHG Hotel Portfolio Whole Loan, the UBS
2018-C12 PSA; and


 


(iii)        
any 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.


 






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“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 and in the case of the Class X-D Certificates, the Class X-D Notional Amount.


 


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


 


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


 


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


 


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


 


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


 


“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)(i).


 






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“Operating Advisor
Consultation Event: The occurrence of the Certificate Balances of the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class
NR-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of such classes) is 25% or less of the Original Certificate Balances of such classes in the aggregate.


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the Master Servicer or Special Servicer,
as applicable, collects from the related Mortgagor) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Whole 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 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 Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the
Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO 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 0.00210% with respect to each Mortgage Loan and REO Loan.


 


“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 any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith
and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor
or any of its Affiliates may have with any of the underlying Mortgagors, property managers, any Sponsor, any Mortgage Loan Seller,
the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholder or any of their Affiliates.


 






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


 


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


 


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


 


(d)         
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, 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.


 






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


 


“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 and the Class X-D Notional
Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


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


 


“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.


 






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


 


“Pass-Through
Rate”:


 


(i)            
With respect to the Class A-1 Certificates, the Class A-1 Pass-Through Rate;


 


(ii)           
with respect to the Class A-2 Certificates, the Class A-2 Pass-Through Rate;


 


(iii)          
with respect to the Class A-SB Certificates, the Class A-SB Pass-Through Rate;


 


(iv)          
with respect to the Class A-3 Certificates, the Class A-3 Pass-Through Rate;


 


(v)           
with respect to the Class A-4 Certificates, the Class A-4 Pass-Through Rate;


 


(vi)          
with respect to the Class A-S Certificates, the Class A-S Pass-Through Rate;


 


(vii)         
with respect to the Class B Certificates, the Class B Pass-Through Rate;


 


(viii)        
with respect to the Class C Certificates, the Class C Pass-Through Rate;


 






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(ix)           
with respect to the Class D Certificates, the Class D Pass-Through Rate;


 


(x)            
with respect to the Class D-RR Certificates, the Class D-RR Pass-Through Rate;


 


(xi)           
with respect to the Class E-RR Certificates, the Class E-RR Pass-Through Rate;


 


(xii)          
with respect to the Class F-RR Certificates, the Class F-RR Pass-Through Rate;


 


(xiii)         
with respect to the Class G-RR Certificates, the Class G-RR Pass-Through Rate;


 


(xiv)         
with respect to the Class NR-RR Certificates, the Class NR-RR Pass-Through Rate;


 


(xv)          
with respect to the Class X-A Certificates, the Class X-A Pass-Through Rate;


 


(xvi)         
with respect to the Class X-B Certificates, the Class X-B Pass-Through Rate; and


 


(xvii)        
with respect to the Class X-D Certificates, the Class X-D Pass-Through Rate.


 


The Pass-Through Rate
with respect to each Lower-Tier Regular Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate for
such Distribution Date.


 


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


 






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


 


(i)            
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, 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 the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then
outstanding any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities)
as evidenced in writing;


 


(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 Moody’s, (I) in the case of such investments
with maturities of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term
rating category by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s,
(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 in the highest short-term rating category by Moody’s and the long-term


 



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obligations
of which are rated at least “A1” by Moody’s, (III) in the case of such investments with maturities of six
(6) months or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term
rating category by Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s
and (IV) in the case of such investments with maturities of more than six (6) months, the short-term obligations of which
are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa”
by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable
to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates) and (B) with respect to Fitch and KBRA, 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 KBRA (in the case of KBRA, if rated by KBRA); or, in each case, or such other rating as would not
result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class
of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by
such rating agency, such class of securities) as evidenced in writing;


 


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


 


(iv)          
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 KBRA (if then rated by KBRA) and (2)
the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s or the long-term
obligations of which corporation are rated at least “A2” by Moody’s, (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 “Aa3” by
Moody’s 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 Moody’s (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 the then-outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the


 






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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)(1) in the case of such investments with maturities
of 30 days or less, the short term obligations of which corporation are rated at least in the highest short-term debt rating category
of Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch, (2) in the case of such investments with maturities of three months or less, but
more than 30 days, the short-term obligations of which are rated at least in the highest short-term debt rating category of Moody’s
and “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 “A2” by Moody’s, (3)(A) in the case of such investments with maturities
of six months or less, but more than three months, the short-term obligations of which are rated at least “P1” by Moody’s,
and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B) in the case of
such investments with maturities of six months or less, but more than three months, 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 (4)(A) in the case of such investments with maturities of more
than six months, the short-term obligations of which are rated at least “P1” by Moody’s and the long-term obligations
of which are rated at least “Aaa” by Moody’s, and (B) in the case of such investments with maturities of more
than six months, 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), and (b) such commercial
paper is rated in the highest short-term category by KBRA (if then rated by KBRA) (or such lower rating as is the subject of a
Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(vi)         
money market funds, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation
Money Market Fund, US Bank Long Term Eurodollar Sweep or any Wells Fargo Money Market Fund), rated in the highest rating categories
of each Rating Agency (if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS, Moody’s, Morningstar and/or S&P)) and
the highest money market fund category by Moody’s (or, if not rated by Moody’s, otherwise acceptable to such Rating
Agency, as confirmed in a Rating Agency Confirmation relating to the Certificates), which may include the investments referred
to in clause (i) above if so qualified that (a) have substantially all of their assets invested continuously in


 



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the types of investments referred to in clause (i) above and (b) have net assets of not less than $5,000,000,000;


 


(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;


 


provided, 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 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 agency fees and insurance
commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with
any services performed by such party with respect to any Mortgage Loan (other than any


 



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Non-Serviced 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.


 


“Pier 1 Imports
Headquarters Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 23, 2018, between the holders
of the respective promissory notes evidencing the Pier 1 Imports Headquarters Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


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


 


“Platform Level
Basis”: With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its duties
with respect to the resolution or liquidation of Specially Serviced Loans (and, after the occurrence and continuance of an Operating
Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into
account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed
in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance
report, attestation report, Major Decision Reporting Package, Asset Status Report (after the occurrence and during the continuance
of an Operating Advisor Consultation Event), Final Asset Status Report and other information delivered to the Operating Advisor
by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website
during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor) (other
than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


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


 


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


 






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“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
and on or prior to 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 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 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, prior to the related Due Date
in the related Collection Period, 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 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.


 






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“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 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-S,
Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.


 


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


 






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“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 and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s
consent or consultation rights under this Agreement, (ii) strategically sensitive information (including any such information
contained within any Asset Status Report) that the 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 and that is labeled or otherwise
identified as Privileged Information by the Special Servicer and (iii) information subject to attorney-client privilege. The Master
Servicer, the 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 (in the case of the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced
by an Officer’s Certificate (which, in the case of the Master Servicer or the Special Servicer, shall be from a Servicing
Officer and, in the case of the Trustee or the Certificate Administrator, shall be from a Responsible Officer) certifying that
such party has determined that it is required by law, rule, regulation, order, judgment or decree to disclose such information
(which shall be an additional expense of the Trust) delivered to each of the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee) 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, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate


 



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Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any Other Servicer, any Person (including the Directing Certificateholder)
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 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 the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the 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 the
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 the Master Servicer or the Certificate Administrator
to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer
accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer 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). Notwithstanding any provision
to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict access
by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 






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“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 September 24, 2018.


 


“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 the sum of:


 


(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 on any ARD Loan), 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 Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee
in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising
out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and
any additional trust fund expenses relating to such Mortgage Loan


 



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(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 Affirmative 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 prior to the expiration of the Extended Cure Period, if applicable); 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) hereof, the “Purchase Price”
shall not include any amounts payable in respect of any related Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include Fitch
and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO (which
may include Moody’s or KBRA)) 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 with at least (a) “A3” by Moody’s, (b)
“A-” by S&P, (c) “A-


 



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” 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 Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced special servicer or its affiliate),
(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 the 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
currently acting as a special servicer in a CMBS transaction rated by Moody’s (as to which CMBS transaction there are outstanding
CMBS rated by Moody’s) and (viii) is not a special servicer that has been cited by Moody’s or KBRA 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 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 (12) 30-day months);
(v) have a remaining term to stated maturity not greater than, and


 



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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 to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and
1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the
Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization period that extends to a date that is after the date 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, so long as a Control Termination Event has not occurred and is not continuing and the affected
Mortgage Loan is not an Excluded Loan, by 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 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).


 






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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in October 2051.


 


“Rating Agency”:
Each of Fitch, KBRA and Moody’s 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 Servicer and the Master Servicer, and specific ratings of KBRA, Fitch and Moody’s 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 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) expected to be
outstanding immediately following such Distribution Date, is less than (ii) the then-aggregate Certificate Balance of the
Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date.


 


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


 


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


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
may be amended from time to time, and subject to


 



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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 11.15(a).


 


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


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry 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, 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
set forth below:


 


	
        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-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 D-RR Certificates	Class LD-RR Uncertificated Interest
	Class E-RR Certificates	Class LE-RR Uncertificated Interest
	Class F-RR Certificates	Class LF-RR Uncertificated Interest
	Class LG-RR Certificates	Class LG-RR Uncertificated Interest



 






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        Related
        Certificates

	
        Related
        Lower-Tier Regular Interest





	Class NR-RR Certificates	Class LNR-RR Uncertificated Interest


 


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


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit Z 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, the Master Servicer or the Special Servicer,
the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the
Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


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


 


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


 


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


 


“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 the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13,
REO Account”. 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.


 






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“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 Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu 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 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


 



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


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) 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


 



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under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as
a result of a sale or other disposition in accordance with this Agreement.


 


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


 


“Restricted
Period”: The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon
which Certificates are first offered to Persons other than the 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 Defeasance
Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 


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


 


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holder(s) of the Risk Retention Certificates in proportions equal to their respective Percentage Interests.


 


“Retaining Parties”:
Any Holder of a Risk Retention Certificate and any successor Holder of such Risk Retention Certificate.


 


“Retaining Sponsor”:
UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, acting as retaining sponsor as such
term is defined in the Risk Retention Rule.


 


“Reverse Sequential
Order”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates:


 


(A)           
first, to the Class NR-RR Certificates;


 


(B)           
second, to the Class G-RR Certificates;


 


(C)           
third, to the Class F-RR Certificates;


 


(D)           
fourth, to the Class E-RR Certificates;


 


(E)            
fifth, to the Class D-RR Certificates;


 






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(F)           
sixth, to the Class D Certificates;


 


(G)          
seventh, to the Class C Certificates;


 


(H)          
eighth, to the Class B Certificates;


 


(I)            
ninth,to the Class A-S Certificates;


 


(J)           
tenth, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-SB,
Class A-3 and Class A-4 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
Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 43.2 of the Risk Retention Rule.


 


“Risk Retention
Certificate”: Individually and collectively the Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.


 


“Risk Retention
Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such joint final
rule has been codified, inter alia, at 12 C.F.R. § 43), under Section 15G of the Securities Exchange Act of 1934, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the 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 Securities and Exchange Commission and the Department of Housing and Urban Development in the
adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or
its staff from time to time, in each case, as effective from time to time.


 


“Riverwalk Intercreditor
Agreement”: That certain Co-Lender Agreement, dated as of August 24, 2018, between the holders of the respective promissory
notes evidencing the Riverwalk Whole Loan, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.


 


“Rule 144A”:
Rule 144A under the Act.


 






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“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,
the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Secure Data
Room”: The “Secure Data Room” tab on the page relating to this transaction within the Certificate Administrator’s
website (initially “www.ctslink.com”).


 


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


 






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“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 AB Mortgage Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Mortgage Loans as of the Closing Date.


 


“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Whole Loans as of the Closing Date.


 


“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”: 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 Loan, as applicable.


 


“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.


 






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“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 the Special Servicer pursuant to this Agreement.


 


“Serviced REO
Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 


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


 


“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement; or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) one (1)
business day after the “determination date” (or any term substantially similar thereto) as defined in the related Other
Pooling and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business
Day after the Due Date.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 






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“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and, in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan, 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 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, maintenance and liquidation of
any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property. None of the Master Servicer, the Special Servicer, or the Trustee shall make any Servicing Advance in connection
with the exercise of any cure rights or purchase rights granted to the holder of a 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 Z 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 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 any successor REO Loan,
a per annum rate equal to the sum of the rates set forth on the Mortgage Loan Schedule under the headings “Master
& Primary Servicing Fee Rate (%)” and “Sub-Servicer Fee Rate (%)” less, with respect to any Non-Serviced
Mortgage Loan, 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 and
(ii) the 1670 Broadway Pari Passu Companion Loans, the Pier 1 Imports Headquarters Pari Passu Companion Loans, the Barrywoods Crossing
Pari Passu Companion Loan, the Shelbourne Global Portfolio I Pari Passu Companion Loans, and the Ellsworth Place Pari Passu Companion
Loans (prior to the


 



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related Servicing Shift Securitization Date), a per annum rate equal to 0.00125%; provided that
with respect to the Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, the “Primary
Servicing Fee Rate” with respect to such Mortgage Loan comprising a part of the related Servicing Fee Rate shall be 0% per
annum and with respect to each Companion Loan related to a Servicing Shift Whole Loan, on and after the related Servicing Shift
Securitization Date, the Servicing Fee Rate for such Companion Loan shall be 0% per annum.


 


“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 Master Servicer: (i) a copy of
any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications
or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage
Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and
(viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged
Property 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 the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit FF hereto. Exhibit FF
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible
for, the administration


 



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and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear
on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence
of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, the Ellsworth Place Pari Passu Companion Loan identified
as note A-1 will be a Servicing Shift Lead Note related 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 Note on the related Servicing
Shift Securitization Date. As of the Closing Date, the Ellsworth Place Mortgage Loan will be a Servicing Shift Mortgage Loan related
to the Trust. After the Servicing Shift Securitization Date, there will be no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a 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 date on which the Ellsworth Place Pari Passu
Companion Loan identified as note A-1 is included in a securitization trust is the Servicing Shift Securitization Date related
to the Trust (subject to the proviso in the immediately preceding sentence).


 


“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. As of the Closing Date, the Ellsworth Place Whole Loan will be a
Servicing Shift Whole Loan related to the Trust. After all Servicing Shift Securitization Date, there will be no Servicing Shift
Whole Loan related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 






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“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)            
(A) with respect to a Mortgage Loan or Serviced Companion Loan that is not a Balloon Mortgage Loan, (1) a payment
default shall have occurred at its original Maturity Date, or (2) if the original Maturity Date of such Mortgage Loan or Serviced
Companion Loan has been extended as provided herein, a payment default shall have occurred at such Extended Maturity Date; or (B) with
respect to each Mortgage Loan or Serviced Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
the related Mortgagor has not provided the Master Servicer (and the Master Servicer shall promptly forward a copy of such document
to the Special Servicer), within sixty (60) days after the related Maturity Date, with a written and fully executed (subject only
to customary final closing conditions) commitment, letter of intent or otherwise binding application for refinancing or similar
document that is in each case, binding upon an acceptable lender or signed purchase agreement reasonably satisfactory in form and
substance to the Master Servicer (and the Master Servicer shall promptly forward a copy of such document to the Special Servicer),
which provides that such refinancing or purchase will occur within one hundred-twenty (120) days of such related Maturity Date,
provided that the Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Loan immediately
if the related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment on the related Due Date
(subject to any applicable Grace Period) at any time before the refinancing or, if such refinancing does not occur, the related
Mortgage Loan and any related Serviced Companion Loan, will become a Specially Serviced Loan at the end of such 120-day period
(or for such shorter period beyond the date on which that Balloon Payment was due within which the refinancing is scheduled to
occur pursuant to the commitment for refinancing or on which such commitment terminates); or


 


(ii)           
the Master Servicer, makes a judgment that a payment default is imminent or reasonably foreseeable and is not likely to
be cured by the related Mortgagor within thirty (30) days; or


 


(iii)          
the Master Servicer, determines that (i) a default (other than as described in clause (ii) above) under
a Mortgage Loan or related Serviced Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair
the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Serviced Companion Loan (if any)
or otherwise materially adversely affect the interests of Certificateholders (and, with respect to any Serviced Whole Loan, the
interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari
passu nature of any Serviced Companion Loans), and (iii) the default will continue unremedied for the applicable cure
period under the terms of the Mortgage Loan or related Serviced Companion Loan, as applicable, or, if no


 



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cure period is specified
and the default is capable of being cured, for thirty (30) days (provided that such 30-day grace period does not apply
to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan
or related Serviced Companion Loan, as applicable; provided that, any determination that a Servicing Transfer Event has
occurred under this clause (iii) with respect to any Mortgage Loan or related Serviced Companion Loan solely by reason
of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against
damages or losses arising from acts of terrorism may only be made by the Master Servicer (and with respect to any Mortgage Loan
other than an applicable Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, with the consent
of the Directing Certificateholder)); or


 


(iv)          
any Periodic Payment is more than sixty (60) days delinquent; 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, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, is entered against the related Mortgagor and such decree or order shall have remained
in force and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the Master Servicer or the
Special Servicer (and, in the case of the Special Servicer, with the consent of the Directing Certificateholder, unless a Control
Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant
that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing); or


 


(vi)          
the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)         
the related Mortgagor 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; or


 


(viii)       
a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer determines in its good faith reasonable judgment may materially
and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature
of any Serviced Companion Loans), if applicable, has occurred and remained unremedied for the applicable Grace


 



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Period specified
in the related Mortgage Loan or related Serviced Companion Loan documents, other than the failure to maintain terrorism insurance
if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable
of cure, thirty (30) days); or


 


(ix)          
the Master Servicer or Special Servicer has received notice of the commencement of foreclosure or foreclosure or proposed
foreclosure or similar proceedings of any lien other than the Mortgage on the related Mortgaged Property;


 


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.


 


“Shelbourne
Global Portfolio I Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 11, 2018, between
the holders of the respective promissory notes evidencing the Shelbourne Global Portfolio I Whole Loan, relating to the relative
rights of such holders, as the same may be further 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 (4th) 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 which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents. The Depositor and the Master Servicer acknowledge that in the event the Mortgaged Property securing the
related Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
with respect to an Other Securitization that includes such Serviced Companion Loan, such date on which such quarterly financial
statements are required to be delivered to the related lender under the related Mortgage Loan documents is, with respect to net
operating income information, (a) 1670 Broadway Pari Passu Companion Loans, forty-five (45) days following the end of each fiscal
quarter, subject to the terms of the related loan agreement, (b) for the Pier 1 Imports Headquarters Pari Passu Companion Loans,
twenty-five (25) days following the end of each fiscal quarter, subject to the terms of the related loan agreement, (c) for the
Barrywoods Crossing Pari Passu Companion Loan, forty-five (45) days following the end of each fiscal quarter, subject to the terms
of the related loan agreement, and (d) for the Shelbourne Global Portfolio I Pari Passu Companion Loan, thirty (30) days following
the end of each fiscal quarter, subject to the terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the ninetieth (90th) day after
the end of such calendar year.


 






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“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 the then-outstanding Class D-RR, Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates; provided
that the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S,
Class B, Class C and Class D Certificates have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, 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).


 


“Special Servicer
Major Decision”: Any Major Decision under clauses (i) through (xv) of the definition of “Major Decision.”


 


“Special Servicer
Non-Major Decision”: Collectively:


 


(a)          
approving any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(b)        
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage
Loans) or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with
respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating
to transfers of interests in the Mortgagor the existing collateral or material modifications of the existing collateral), (ii)
a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral
other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would
permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal
prepayment; provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;


 


(c)         
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held
as “performance”, “earn-out”, “holdback” or similar escrows or reserves with respect to any
of the Mortgage Loans or Serviced Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans or Serviced Whole
Loans which are Non-Specially Serviced Loans, (A) any routine and/or customary escrow and reserve fundings or disbursements for
which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms
of the related loan documents, (B) any request with respect to a Mortgage Loan or Serviced Whole Loan that is a Non-Specially Serviced
Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender


 



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approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the loan documents or (C) any other funding
or disbursement as mutually agreed upon by the Master Servicer and Special Servicer;


 


(d)          
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in
the case of certain Mortgage Loans whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate (but
excluding tax and insurance escrows), at the related origination date, 10% of the initial principal balance of such Mortgage Loan
(which Mortgage Loans are identified on Schedule 3 to this Agreement), except for the routine funding of tax payments and
insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Loan; provided, that the
foregoing is not otherwise a Major Decision);


 


(e)          
in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage
Loan documents have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to
incur additional debt in accordance with the terms of the related Mortgage Loan documents; and


 


(f)          
in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of
the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan;
provided that, in any case, Special Servicer Non-Major Decisions will not include (i) the release, substitution or addition
of collateral securing any Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance
of such collateral; or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and
would affect a non-material portion of the Mortgaged Property; provided that such release or substitution or addition of collateral
is not a Major Decision;


 


provided, however,
that with respect to clauses (a), (b)(i), (b)(ii) and (d) of this definition, the Master Servicer shall
process such request with respect to Non-Specially Serviced Loans and obtain the consent or deemed consent of the Special Servicer
as provided in this Agreement.


 


Notwithstanding the foregoing,
the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer shall process
any of the foregoing matters with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan
that is a Non-Specially Serviced Loan in accordance with the terms and conditions reasonably agreed to by the Master Servicer and
the Special Servicer, including the Special Servicer’s consent. If the Master Servicer and the Special Servicer mutually
agree that the Master Servicer shall process a Special Servicer Non-Major Decision with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is a Non-Specially Serviced Loan, the Master Servicer shall obtain
the Special Servicer’s prior consent (or deemed consent) to such Special Servicer Non-Major Decision.


 






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“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee
payable to the Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.25000% per annum
or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced
Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than
$3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property
shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect
to such Specially Serviced Loan or REO Property.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, 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:


 


(i)            
the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a
Qualified Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the
Mortgagor or advanced by the Master Servicer;


 


(ii)           
all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)          
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


 


(iv)          
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 






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With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the Stated Principal
Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the sum of:


 


(i)            
the principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)           
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.


 


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.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR, Class
G-RR and Class NR-RR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial


 



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portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. 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 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, together with any and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under
any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


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


 


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


 


“Third Party
Purchaser”: KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transfer Restriction
Period”: The period from the Closing Date to the latest of (i) the date on which the aggregate unpaid principal
balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date 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; and (iii) two
years after the Closing Date.


 






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“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 Master Servicer hereunder exceeds
the sum of (i) the fee payable to the 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.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “UBS Commercial Mortgage Trust 2018-C13”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in
the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under
the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to
the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, 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


 



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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”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“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.


 


“UBS 2018-C12
PSA”: That certain pooling and servicing agreement, dated as of August 1, 2018, among UBS Commercial Mortgage Securitization
Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special
servicer, Wells Fargo Bank, National Association, as certificate administrator and as trustee, and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, as from time to time amended, supplemented or modified relating
to the issuance of the UBS Commercial Mortgage Trust 2018-C12, Commercial Mortgage Pass-Through Certificates, Series 2018-C12.


 


“UBS AG, New
York Branch”: UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, a Swiss bank,
or its successor in interest.


 


“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.


 


“Underwriters”:
UBS Securities LLC, SG Americas Securities, LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., CIBC World Markets
Corp., Drexel Hamilton, LLC and Academy Securities, Inc.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United States
Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount


 



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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 the Mortgage Loans as of the Determination Date and (b) any other collections
(exclusive of payments by the Mortgagors) received on the Mortgage Loans and any REO Properties on or prior to the related Determination
Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO
Property or otherwise, that were identified and applied by the Master Servicer as recoveries of previously unadvanced principal
of the related Mortgage Loan; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds shall
be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to the extent
that such amount was transferred into the Collection Account during the related Collection Period, accrued interest on Advances
and other additional Trust expenses incurred in connection with the related Mortgage Loan, 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage
Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, 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).


 






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“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, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for
purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor
pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative 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 Special Servicer pursuant to
Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional
reduction in the Certificate Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a))
of the Principal Balance Certificates, 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. The Class Z and Class R Certificates will not 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 immediately following the preceding Distribution Date (or, in the case
of the initial Distribution Date, as of the Closing Date).


 


“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 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 (3) Periodic Payments under


 



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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 Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), 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, (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.


 


“Wyvernwood
Apartments Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of August 28, 2018, between
the holders of the respective promissory notes evidencing the Wyvernwood Apartments Whole Loan, relating to the relative rights
of such holders, as the same may be further amended in accordance with the terms thereof.


 


“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.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)           
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be
made on the basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)          
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be


 



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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 such Distribution Date pursuant to Section 4.01(a), (b) and (c),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(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 accordance with the Mortgage Loan Documents or, 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 Special Servicer of a Defaulted Loan, the highest of (x) the rate determined by the Master Servicer
or the 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.


 


(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 Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any Serviced AB Whole Loan,
first, to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End of Article I]


 






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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, 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 Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the 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
Account (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 Gain-on-Sale Reserve Account
(to the extent of the Depositor’s interest in such 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;
and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor, 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) any Retained Defeasance Rights and Obligations
with respect to the Mortgage Loans. The transfer of the Mortgage Loans and the related rights and property accomplished hereby
is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale: In connection with
the assignment to the Trustee of Sections 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


 






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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 (or such later date as may be provided under
Section 2.01(b) and (c) hereof with regard to any item), 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 (which delivery shall
be subject to clause (e) and clause (f) of the first proviso to the definition of “Mortgage File”),
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 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) 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 ten (10) Business Days of the Closing Date, for filing or recordation, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted
for filing or recording) is delivered to the Custodian on or before the 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


 






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period,
not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to, which consent shall not be unreasonably
withheld, 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 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


 






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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 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 Master Servicer
on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is reissued to the 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 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 applicable Mortgage Loan Seller 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


 






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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 assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)          
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in the case of such Mortgage Loan Seller, 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


 






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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 (to the extent not already delivered or made
available to the Master Servicer), shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer
within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders (and 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 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 Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.


 


(g)          
With respect to the Mortgage Loans (other than any Non-Serviced Mortgage Loans) secured by the Mortgaged Properties identified
on the Mortgage Loan Schedule as Fort Wayne Hotel Portfolio – Hilton Garden Inn, Fort Wayne Hotel Portfolio – Homewood
Suites, Aspect RHG Hotel Portfolio–Hilton Garden Inn Nashville Smyrna, Aspect RHG Hotel Portfolio – Aloft Hotel Broomfield,
Aspect RHG Hotel Portfolio – Hampton Inn Nashville Smyrna, Aspect RHG Hotel Portfolio – Hyatt Place Phoenix North Residence
Inn Chicago Deerfield, Residence Inn Boston Danvers, Home 2 Suites Lake City, Country Inn & Suites Gainesville, DoubleTree
by Hilton Hotel Santa Fe, Fairfield Inn & Suites by Marriott - Fort Pierce, Quality Inn & Suites Florence, Holiday Inn
Express – Brooksville, Best Western Travelers Rest, Country Inn & Suites - Vero Beach I 95 and Country Inn & Suites
Norcross, 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 Master Servicer) within forty-five (45) days of the Closing Date
(or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter). If the Master Servicer is unable to acquire


 






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any
such replacement comfort letter (or new document or acknowledgement, as applicable) within one hundred-twenty (120) days of the
Closing Date, the Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been
received.


 


(h)          
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 Master Servicer, the 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)           
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 earliest
of (i) 180 days after the Closing Date, (ii) the Servicing Shift Securitization Date, in which case such instruments shall be assigned
and recorded in accordance with the related Non-Serviced PSA, and (iii) 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


 






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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.


 


(j)           
On or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel
format, Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and the Annex A-1 to the Prospectus in
EDGAR-Compatible Format and Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


 


Section 2.02       
Acceptance by Trustee. (a)  The Trustee by its 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.


 


(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 Servicer, the Special Servicer, 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),
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


 






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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 (viii) and (ix) 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 Servicer, the Special Servicer, 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 (viii) and (ix) in the definition of “Mortgage Loan Schedule”
is correct.


 


(d)          
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and,
with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the
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 Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the
Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related
Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such
funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines
and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time the Master


 






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Servicer
shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until the same are applied to
the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two (2) immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 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 Master Servicer in accordance with this Section 2.02(d), the Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for
any taxes payable on income or gain with respect thereto.


 


(e)          
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (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


 






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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 (1) state level UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two (2) 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 (2) 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 Master Servicer, the 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 such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating
items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)          
If the Master Servicer or the Special Servicer (i) receives 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”) (the Master Servicer or the 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
Master Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which
may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next
Business Day) of such 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


 






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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, the 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 Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to
the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 requiring action
by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the
Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect
of such 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 Master Servicer or the Special Servicer, then such party shall give
notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset


 






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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 Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such
repurchase or replacement.


 


(h)          
The parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2(d) of the related Mortgage
Loan Purchase Agreement to deliver at its expense, on or prior to the Closing Date, to each of the Master Servicer and the Special
Servicer five (5) originals of limited powers of attorney substantially in the form attached as Exhibit TT hereto in favor
of the Master Servicer and the Special Servicer to empower the Master Servicer and the Special Servicer, to sign and/or deliver
to a third party for submission, at the expense of the related Mortgage Loan Seller, any mortgage loan documents required to be
recorded as described in Section 2.01 of this Agreement and any intervening assignments with evidence of recording
thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee (or the Custodian on its behalf)); provided that if the Mortgage Loan Seller fails to promptly pay the Master
Servicer or the Special Servicer the expenses associated with recording documents as provided in this sentence, then such expenses
shall be payable out of the Trust (it being understood for the avoidance of doubt that the applicable Mortgage Loan Seller will
nonetheless remain responsible for reimbursing the Trust for such expenses). The Master Servicer and the Special Servicer shall
not be liable for any failure of such third party in connection with the foregoing, so long as the third party was chosen in accordance
with the Servicing Standard. Each Mortgage Loan Seller has agreed to reasonably cooperate with the Master Servicer and the Special
Servicer in connection with any additional powers of attorney or revisions thereto that are requested by the Master Servicer and
the Special Servicer for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with
respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document
described in the third preceding sentence with respect to such Mortgage Loan remains unremedied as of the date on which such Mortgage
Loan becomes a Specially Serviced Loan or at the time required for enforcement by the Trust Fund. The Master Servicer and the Special
Servicer shall submit such documents for recording, at the related Mortgage Loan Seller’s expense, after the date set forth
above, provided, the Master Servicer and the Special Servicer shall not submit such assignments for recording if the related Mortgage
Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies that
such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)          
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this


 






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Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)          
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)          
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)          
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(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


 






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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 Master Servicer for deposit
into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material Defect resulting
solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen
(18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial
Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material
Defect within the Initial Cure Period, the applicable Mortgage Loan Seller 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)); 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 Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than
an Excluded Loan, 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 Master Servicer, the Special
Servicer and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Initial 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


 






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remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer
to the Master Servicer for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the
Trust (and, 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, 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 Master Servicer shall promptly provide the 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 Master Servicer’s possession or otherwise reasonably available to
the Master Servicer, and reasonably required by the 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).
In the case of any PSA Party Repurchase Request with respect to any Non-Specially Serviced Loan prior to the occurrence of a Resolution
Failure, the Special Servicer shall communicate the calculation and amount of any Loss of Value Payment to the Master Servicer
for its enforcement action with the applicable Mortgage Loan Seller. The Loss of Value Payment shall include the portion of any
Liquidation Fees payable to the Special 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
Special 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 Master Servicer or the Special Servicer, as applicable, from exercising
any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement
or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage
Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a
Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


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


 






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reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result
of such Breach and have not been reimbursed by the related Mortgagor and (ii) 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 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 Master Servicer or the Special Servicer on behalf
of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer
or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the
Trust Fund and are to be remitted by the Master Servicer or the Special Servicer 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 (or make
a Loss of Value Payment with respect to) for the related Mortgage Loan 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 or possession of the Mortgage File), (iii) such delay precludes
such Mortgage Loan Seller from curing such Material Defect and (iv) such Material Defect does not relate to the applicable Mortgage
Loan not being a Qualified Mortgage. 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


 






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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 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: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that
appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to
be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording
thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage
was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the
definition of Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to create a complete
chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the
assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage
Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the
absence from the Mortgage File of any required letter of credit; or (f) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided,
however, that no Defect (except the Defects previously described in sub-clauses (a) through (f) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the
value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under
the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in sub-clauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the
custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a
binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of Mortgage File


 






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herein,
in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect with
respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following
the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document
delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, 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 Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller or its designee 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 or its designee
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 and the provisions of this Section 2.03 provide
the sole remedy available to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this
Agreement), or the Trustee on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any
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 the Master Servicer or the Special Servicer
with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase
Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the
extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be reimbursed for


 






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the
reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees
against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related
Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such
enforcement action it is determined that the amounts described in clauses first and second are insufficient,
then pursuant to Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit in the Collection
Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the
related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)          
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach 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 Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.
The 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 Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that the Special Servicer may waive the collection of amounts due on behalf of such Mortgage Loan
Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. 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


 






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Crossed
Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing
the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage
Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided
in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall remain
in full force and effect without any modification thereof.


 


(i)           
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase
Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at
such Mortgage Loan Seller’s expense) to the effect that the contemplated action 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 Master Servicer and the Special Servicer, and
the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and
each other party


 






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to
this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a
Certificateholder Repurchase Request.


 


(ii)          
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder (other than any Loan-Specific
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 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”). 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 one hundred-eighty (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 Master Servicer (in the
case of Non-Specially Serviced Loans) or the 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 Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially
Serviced Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request, along with 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 the Master Servicer’s possession or otherwise reasonably available to the Master Servicer without
undue burden or expense, and reasonably requested by the 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, the 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),
the


 






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Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator (which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice
available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated
to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Certificateholder
regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders to indicate their agreement
with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed
Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such
30-day period will not be taken into consideration, (b) a statement that in the event any responding Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the
Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) 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 Agreement (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


 






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Seller with respect
to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate
Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder,
if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted
on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event that (a) the Enforcing Servicer’s
initial Proposed Course of Action indicated a recommendation to undertake mediation or arbitration, (b) any Certificateholder
or Certificate Owner entitled to do so 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 be also considered
Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the course
of action that involves referring the matter to mediation or arbitration, as the case may be, that is approved by the majority
of 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 (each of
clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult
with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation
(including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing
Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard
relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution
Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise
its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 






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(iv)          
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer shall continue to act as the Enforcing Party and shall 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 are 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, any Mortgage Loan Seller with respect to the subject Mortgage Loan nor
any of their respective affiliates


 






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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 Election Notice or Final Dispute Resolution Election 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 in this Section 2.03.


 


(ix)          
The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the
Requesting Certificateholder shall not be entitled to then utilize the alternative method 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 (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) 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
ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (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 Master Servicer or the 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.


 






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(n)          
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)           
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures
(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 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 Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


(iii)         
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with
the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator 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 thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the


 






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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 entered and 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


 






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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 Master Servicer
or the Special 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.


 






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(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 pursuant to 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 contribution by the Depositor
of the Lower-Tier Regular Interests to the Upper-Tier REMIC; (iii) immediately thereafter, in exchange for the Lower-Tier
Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest
and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon
the order of the Depositor, the Regular Certificates, and the Class R Certificates, and the Depositor hereby acknowledges
the receipt by it or its designees, of such Certificates in authorized Denominations 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 (iv) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class Z Certificates
and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor
such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized
denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section 2.05       
Creation of the Grantor Trust. The portion of the Trust consisting of the Class Z Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class Z 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       
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans, and REO Properties. (a)  The Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related to a


 






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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 subordinate
or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each
Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the
respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu
nature of the Companion Loan. 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 Master Servicer or the 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 the Master Servicer or the Special Servicer, as the case may be, to
violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the
Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the 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 the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the
Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Master
Servicer or the Special Servicer, as the case may be, with a view to (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,
the 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 subordinate or pari passu nature of the related Companion Loan),
as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving
due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured
housing community mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship
that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any
Mortgagor, 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 (or any interest in any Companion Loan, mezzanine
loan or subordinate debt relating to a Mortgage Loan) by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any


 






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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
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor
(including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
Loan the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any
obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute
for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates
is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall 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 as otherwise provided herein
with respect to Non-Specially Serviced Loans in connection with any Special Servicer Major Decision or Special Servicer Non-Major
Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master
Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required
hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer,
as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Master Servicer shall not be liable for failure
to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder.
The Master Servicer, in its capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer,
in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer,
shall not have any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties
under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue
as such until satisfaction of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject
to (i) the processing of any Special Servicer Major Decision or Special Servicer Non-Major Decision by the Special Servicer in
accordance with the terms of this Agreement and (ii) Section 3.19 and in accordance with the terms of this Agreement,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related Serviced Companion
Loan. The Special Servicer shall make the property inspections, use its reasonable


 






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efforts
to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports
in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.
After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan
if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain
unresolved. Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained
shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or
recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely
affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect
to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision
in this Agreement for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to
one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability
on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage
Loan at any time after a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, each of the Master Servicer and the Special Servicer 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 of the Master Servicer and the Special Servicer, in its own name (or in the name of the Trustee
and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder)
and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service
under this Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements
and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08,
3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents
contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and
other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments;
and (iv) any or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf
of the Trust (in their representative capacities (except as set forth below in this paragraph). The Master Servicer (with respect
to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced


 






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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 Master Servicer and the 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
the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to
the Master Servicer or the 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 the Master
Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or
the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however,
that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited,
in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding
(or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding, and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 


(c)          
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency 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 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 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


 






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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 Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The 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 the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)          
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)          
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan
Schedule, that the Trust is the leasehold mortgagee and that the Master Servicer or the 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 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 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 “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of registered holders of UBS Commercial Mortgage Trust 2018-C13,
Commercial Mortgage Pass-Through Certificates, Series 2018-C13”. The 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 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.


 






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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 Master Servicer or Special Servicer in
connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor
to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable
Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase
Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications
to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised
reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage
Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and
expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications
to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its
rights to service the applicable Mortgage Loan, the 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 Special Servicer to such party as the Special Servicer may
instruct, in each case at the expense of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused
by the ineffectiveness of such assignment.


 


(g)          
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as 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.


 


(i)           
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be


 






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paid
as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to any Serviced Pari
Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan 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 the related AB Subordinate Companion Loan(s)
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).


 


(j)           
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with
respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund
shall be payable out of the Trust Fund and the 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 Master Servicer
shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three
(3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the
case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to
Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced
Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with
respect thereto under the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special


 






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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 Non-Serviced Intercreditor Agreement, the provisions of the related Non-Serviced Intercreditor
Agreement shall control.


 


(l)           
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) 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 agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates
then outstanding.


 


(m)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)          
[RESERVED].


 


(o)          
For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator and 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 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.


 


(p)          
Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money
to (to the extent not secured, in whole or in part,


 






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by
any Mortgaged Property), accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor
as though the Master Servicer or the 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.


 


Section 3.02       
Collection of Mortgage Loan Payments. (a)  The Master Servicer and the Special Servicer shall each 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 Master Servicer and the Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or the Special
Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge to which it is entitled to as compensation in connection with any delinquent payment on a Mortgage Loan
or Serviced Companion Loan three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage
Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion
waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan 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 Master Servicer or the 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
the Master Servicer or the 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 Master Servicer or the 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 not have any consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan with respect to the
foregoing waivers.


 


(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


 






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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 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 Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) unpaid interest (exclusive of default interest
and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of
the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth
below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
third that either (A) 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 allocated pursuant to clause first or second, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts, 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


 






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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);


 


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.


 






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(ii)          
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder 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 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) unpaid interest (exclusive of default
interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in subclause (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 allocated pursuant to clause first or second, 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);


 






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sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees 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 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 Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the
case may be, shall notify the Trustee and Certificate Administrator


 






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two
(2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)          
In connection with the Mortgage Loans 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 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 (with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating
that, as of such date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced
Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as
the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced
Intercreditor Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt
of properly identified funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced
Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments 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 Noteholder(s) 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


 






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to:
(i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee
and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined
to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the
terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after
the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under
the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges
to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer
shall pay or cause to be paid to the 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 Master
Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing
Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor
an administrative fee for maintenance of the Servicing Accounts.


 


(b)          
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each 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 Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each 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 Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to
the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items,
employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special
Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan, 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 Special Servicer, in the case of REO Loans, and the 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 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


 






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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 Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance in its sole discretion. Within five (5) Business Days of making such a Servicing Advance,
the Special Servicer shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along with all
information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the Master
Servicer may reasonably request, and the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse
the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special
Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not
including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5)
Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds
to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer
of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03,
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as
the Special Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Servicing Advance, together with interest thereon at the Reimbursement


 






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Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),
the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction
of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05
of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination; provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, and such determination shall be binding upon the Master Servicer, and shall in no way limit the ability of
the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance.
If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing
Advance is a Nonrecoverable Advance, the Master Servicer 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 Master Servicer,
the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding Servicing Advance with respect to a Serviced Mortgage 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. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No costs
incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate
Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of
the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage
Loans, related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance
as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee
shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing
Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In
addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for


 






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purposes
of nonrecoverability determinations. The Special Servicer 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 Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master
Servicer (or the Special Servicer, as 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 Special Servicer
has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority
of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as 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 subordinate or pari passu nature of any Companion Loans). The 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 Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided


 






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for
in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)          
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor
written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date
as of which action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have
been taken or completed.


 


Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale
Reserve Account. (a)  The Master Servicer shall establish and maintain, or cause to be established and maintained,
the Collection Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later
than the second (2nd) 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:


 


(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(d);


 






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(iv)          all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the
Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery
of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in the Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in


 






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accordance
with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property shall
be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for
the Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The
Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor
of the new location of the Collection Account prior to any change thereof.


 


(b)          
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders
(other than Holders of the Excess Interest Certificates), (ii) the Upper-Tier REMIC Distribution Account in trust for
the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates) and (iii) the Excess Interest
Distribution Account in trust for the benefit of the Holders of the Excess Interest Certificates. The Master Servicer shall deliver
to the Certificate Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier
REMIC Distribution Account, that portion of the Available Funds attributable to the Mortgage Loans (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Available Funds) for
the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account maintained by the 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 Distribution Account
shall remain uninvested.


 


With respect to any ARD
Loans in the Trust Fund, 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 each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder. Funds in
the Companion Distribution Account shall be held for the benefit of the related Companion Holder. 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 Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the


 






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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 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 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 the Master Servicer subsequently receives Late Collections in respect of such advanced payment,
the 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 Excess Interest Distribution Account, the Gain-on-Sale
Reserve 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, the Master
Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account:


 


(i)          
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)          any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in
the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection
Account pursuant to Section 9.01);


 


(iv)         any 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 Master Servicer shall not have


 






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


 


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


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit
in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any 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(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account, the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator,
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells
Fargo Bank, National Association, as Trustee for the Holders of the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage
Pass-Through Certificates, Series 2018-C13 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 as
their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the


 






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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 $275,000 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 “UBS 2018-C13 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part
of the Trust Fund or any Trust REMIC. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal
income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the depletion of
the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator shall notify
the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate Administrator
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.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer, and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account,
and, if established and the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion
of the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such account)
will be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest Certificates; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of


 






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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 the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received by the 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 Excess Interest Certificates
on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could
pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit
such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition
that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted
to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)          
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          
[RESERVED].


 


(h)          
[RESERVED].


 


(i)           
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the 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 Special Servicer shall,


 






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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 Account 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 Account to a Mortgage
Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax
purposes, and shall be taxable on all income earned thereon.


 


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Companion Distribution Account) 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 the 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 Midland Loan Services, a Division
of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Serviced
Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially
Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced
Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan
(whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special
Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first,
out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related
Specially Serviced Loan


 






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(provided
that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s), 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(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu
Companion Loans on a pro rata and pari passu basis) and then out of general collections on the Mortgage
Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating
Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan
(other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating
Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts
received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to
the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), 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 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 Loans) prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with
respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance


 






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becomes
a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)          to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related
Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation
Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s)
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(s) 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 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 Loans), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(v)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (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,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above;
(provided that, in the 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


 






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Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari
Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) 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(s) and then,
from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu
basis and provided, further, that, in the case of such reimbursement with respect to Nonrecoverable Servicing
Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1)
and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I
Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such
Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance
with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced Companion Loan, the
foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds
unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself,
with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee
that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect
to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)          at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced 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 Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject
to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds
actually distributable to any related Serviced Companion Loan (provided that, with respect to any 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


 






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Loan
are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loans);


 


(vii)         to reimburse itself, the 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 a Mortgage Loan
Seller or any other obligation of such 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 such 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 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,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of a 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 the case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan 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 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 Loans), 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; 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 a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu


 






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Companion
Loan(s) 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(s) 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 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 Loans),
in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)          
 to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in
accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in
accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
(other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)          
to recoup any amounts deposited in the Collection Account in error;


 


(xii)          to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion 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 and then, from the related Serviced AB Mortgage Loan


 






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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 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 Loans), in each case, prior to being payable out
of general collections with respect to the Mortgage Loans;


 


(xiii)    
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the
Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in 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(s) 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(s) 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 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(s)),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiv)    to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent
that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(g);


 


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


 


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


 






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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(i);


 


(xix)     to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)      [RESERVED];


 


(xxi)     to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)   
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any
other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to or as contemplated
by this Agreement, the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer
from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer
of the Special Servicer, or 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 the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer
shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and 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


 






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of
Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, 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.


 


(b)          
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account
for any of the following purposes (the following not being an order of priority):


 


(i)           
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the
amount of any 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, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d),
(C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02
to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust
Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


(v)          
to pay any and all federal, state and local taxes imposed on 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 Servicer or the Special Servicer is liable therefor pursuant
to Section 10.01(g);


 






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(vi)          to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)         to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


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


 


(c)           The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to
the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


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


 


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


 


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


 


(e)          
[RESERVED].


 


(f)          
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing
Fee listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the amounts
due to the Certificate Administrator listed in Section 3.05(b)(ii) and (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 Account 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 Account are not sufficient to reimburse the full amount of Advances and interest thereon listed
in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall
be paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer,
third to the Master Servicer and then to the Operating Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall (provided that, with respect to clause (v)
below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’
prior notice of such final Distribution Date), transfer such Loss of Value


 






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Payments
(up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection
Account for the following purposes:


 


(i)          
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO
Property (together with any interest on such Advances);


 


(ii)          
to pay, in accordance with Section 3.05(a) 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 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 clauses (i)-(iv) above,
to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (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 Account 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 Account 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 and the REO Account. (a)  The Master Servicer may direct
any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for


 






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purposes
of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an
“Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held
therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to
this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the
Master Servicer or the Special Servicer, as the case may be, on behalf of the Trustee (in its capacity as such) for the benefit
of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, the Loss of
Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain
continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account,
the Servicing Accounts, the Loss of Value Reserve Fund or the REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee 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), the Master Servicer or the 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 Master Servicer (in the case of the Collection Account, the Companion Distribution Account or
any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:


 


(i)           
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


(ii)          
demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the Investment Account.


 


(b)          
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the


 






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P&I
Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the
extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the REO Account, the Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such
account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date,
shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which
the Master Servicer or Special Servicer, as the case may be, would have been entitled to any Net Investment Earnings hereunder)
directed to be made by the Master Servicer or the 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 Master
Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or
for the Master Servicer), the Special Servicer (in the case of the REO Account, the Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right
of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and including the
prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided that
neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment
Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer,
such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer unless such
depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at
the time the investment was made and (y) thirty (30) days prior to such insolvency).


 


(c)          
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to more than 50% 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)  The Master Servicer
(with respect to the 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 the 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 required
under the related Mortgage Loan documents except to the extent that the failure of the


 






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related
Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master
Servicer or the Special Servicer, as 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, the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect
to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as is required under
the related Mortgage, but only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the 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, with the consent of the Directing Certificateholder and (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 (or, 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))
by the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master
Servicer; 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, the Master Servicer or, with respect to REO Property, the Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer or the Special Servicer, as applicable, 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 Master
Servicer) (i) unless a Control Termination Event has occurred and is continuing and other than with respect to any Excluded
Loan, with the consent of the Directing Certificateholder and (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, after consultation with the Directing Certificateholder (or, 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), and only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable rates.
The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last
sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged


 






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Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
the Special Servicer determines ((i) unless a Control Termination Event has occurred and is continuing and other than with
respect to any Excluded Loan, with the consent of the Directing Certificateholder and (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, after consultation with the Directing Certificateholder (or, 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 Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall
(i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any
related Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of
insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained
in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement
cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal
balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan
documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case
of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any
such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions
of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred
by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the


 






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Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not 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), the Trustee has
an insurable interest 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 Master Servicer shall, consistent with the Servicing Standard, (A) monitor in
accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions;
provided that the Master Servicer and the Special 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 Special Servicer if it has knowledge
that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s
compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase
the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. If the Master Servicer
determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the Master Servicer
shall notify the Special Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such
insurance to be maintained. The Master Servicer shall be entitled to rely on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master Servicer) in determining whether
Additional Exclusions exist. Furthermore, the Master Servicer shall promptly deliver such conclusions in writing to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust
or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Master Servicer is evaluating the availability of such insurance or waiting for a response from the
Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the holder of the related Subordinate Companion Loan),
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure
and the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 






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(b)          
(i)  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged
Property), as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides
protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively
be deemed to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties
or REO Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer
shall, if there 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 the Collection Account from its own funds the amount of such loss or losses
that would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such
deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage
Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation
which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the
Mortgage Loans or any Serviced Companion Loans, the Master Servicer 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. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties
(other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable
rates, the cost of which shall be a Servicing Advance.


 


(ii)          
If the Master Servicer or the Special Servicer 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 the Master Servicer or the Special Servicer
on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall 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 the Master Servicer
or the 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 the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, 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 Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest
policy because of such


 






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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)          
The Master Servicer and the Special Servicer shall each 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 Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer shall 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.


 


(d)          
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has
been made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and
to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, 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, the 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) is located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded
Loan and any Serviced AB Whole Loan prior to the occurrence and during the continuance of a Control Appraisal Period)) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of


 






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the
current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount
of insurance which is available under the National Flood Insurance Act of 1968, as amended, 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 Master Servicer as a
Servicing Advance.


 


(f)           
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A3” by Moody’s (if rated by Moody’s) or “A-” by Fitch (if
rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall
be allowed to provide self-insurance with respect to 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, (A) the Special Servicer shall determine
(with respect to any (1) Specially Serviced Loan or, (2) to the extent such action is a Special Servicer Major Decision or Special
Servicer Non-Major Decision (other than items listed under clauses (a), (b)(i) (b)(ii) and (d) of “Special
Servicer Non-Major Decision”), any Non-Specially Serviced Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan), and (B) the Master Servicer shall determine (with respect to any Non-Specially Serviced Loan, to the
extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than items listed under
clauses (a), (b)(i) (b)(ii) and (d) of “Special Servicer Non-Major Decision”, which items the
Master Servicer shall determine)), in each case, in a manner consistent with the Servicing Standard, on behalf of the Trustee as
the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion
Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to


 






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any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to such
consent or waiver of rights that is a Major Decision, prior to itself taking such an action, (A) the Master Servicer or the Special
Servicer, as applicable, prior to the occurrence and continuance of a Control Termination Event and other than with respect to
any Excluded Loan or Serviced AB Mortgage Loan (prior to the occurrence of an AB Control Appraisal Period), shall obtain the prior
written consent (or deemed consent) of the Directing Certificateholder (or after the occurrence and during the continuance of a
Control Termination Event, but prior to a Consultation Termination Event and other than with respect to any Excluded Loan, upon
consultation with the Directing Certificateholder pursuant to Section 6.08), which consent shall be deemed given ten
(10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the Master Servicer’s
or the Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information
reasonably required by the Directing Certificateholder, (B) the Special Servicer, after the occurrence and during the continuance
of an Operating Advisor Consultation Event, shall consult with the Operating Advisor pursuant to Section 6.08 and (C)
if such Mortgage Loan is a Serviced AB Mortgage Loan, prior to the occurrence of an AB Control Appraisal Period, the Master Servicer
and Special Servicer, as applicable, shall obtain the consent of the related AB Whole Loan Controlling Holder to the extent required
by the terms of the related AB Intercreditor Agreement, and (ii) with respect to any Mortgage Loan that (A) represents at
least 5.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance
of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with which
it is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated Principal
Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, or (D) is a Mortgage Loan as
to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization
(provided that the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written
notification provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization
as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely
response is received, permitted to rely upon the most recent CREFC® Reports from such other securitization), the Master Servicer
or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from
each Rating Agency and 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). Notwithstanding anything
herein to the contrary, with respect to any applicable Excluded Loan relating to the Directing Certificateholder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer, as
applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is


 






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processing
the related action, 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, 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 Master Servicer (with respect to all Non-Specially Serviced Loans) and the 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.


 


Upon receiving a request
for any matter described in this Section 3.08(a) that constitutes a Special Servicer Major Decision or a Special Servicer
Non-Major Decision (other than items listed under clauses (a), (b)(i) (b)(ii) and (d) of “Special Servicer
Non-Major Decision”), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer shall process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer
will be required to process such request and the Master Servicer shall have no further obligation with respect to such request
or the related Special Servicer Major Decision or Special Servicer Non-Major Decision. If such action with respect to a Non-Specially
Serviced Loan is not a Special Servicer Non-Major Decision or a Major Decision, the Master Servicer shall process the related request
and shall have no obligation to obtain the consent of or consult with the Special Servicer, Directing Certificateholder or Operating
Advisor.


 


(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, (A) the Special
Servicer shall determine (with respect to (1) a Specially Serviced Loan or, (2) to the extent such action is a Special Servicer
Major Decision or Special Servicer Non-Major Decision (other than items listed under clauses (a), (b)(i) (b)(ii)
and (d) of “Special Servicer Non-Major Decision”), any Non-Specially Serviced Loan and related Companion Loan,
if applicable,


 






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is serviced under this Agreement), and (B) the Master Servicer shall determine (with respect to any Non-Specially
Serviced Loan, to the extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other
than items listed under clauses (a), (b)(i) (b)(ii) and (d) of “Special Servicer Non-Major Decision”,
which items the Master Servicer shall determine)), in each case, in a manner consistent with the Servicing Standard, on behalf
of the Trustee as the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan
or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to the creation
of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights,
provided that (i) with respect to such consent or waiver of rights that is a Major Decision, prior to itself taking such
an action, (A) the Master Servicer or the Special Servicer, as applicable, prior to the occurrence and continuance of a Control
Termination Event and other than with respect to any Excluded Loan or Serviced AB Mortgage Loan (prior to the occurrence of an
AB Control Appraisal Period), shall obtain the prior written consent (or deemed consent) of the Directing Certificateholder (or
after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other than
with respect to an applicable Excluded Loan, upon consultation with the Directing Certificateholder pursuant to Section 6.08),
which consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Master Servicer’s
or the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together
with such other information reasonably required by the Directing Certificateholder, (B) the Special Servicer, after the occurrence
and during the continuance of an Operating Advisor Consultation Event, shall consult with the Operating Advisor pursuant to Section 6.08
and (C) if such Mortgage Loan is a Serviced AB Mortgage Loan, prior to the occurrence of an AB Control Appraisal Period, the Master
Servicer or the Special Servicer, as applicable, shall obtain the consent of the related AB Whole Loan Controlling Holder to the
extent required by the terms of the related AB Intercreditor Agreement, and (ii) with respect to any Mortgage Loan that (A)
represents at least 2.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal
Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans (considering any other Mortgage Loans with
which it is cross-collateralized or cross-defaulted as a single Mortgage Loan) based on Stated Principal Balance and has a Stated
Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $20,000,000, (D) has a loan-to-value
ratio that is equal to or greater than 85% (including any existing and proposed debt) and has a Stated Principal Balance of at
least $10,000,000, (E) has a debt service coverage ratio that is less than 1.20x (in each case, determined based upon the aggregate
of the principal balance of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed
additional lien) and has a Stated Principal Balance of at least $10,000,000, or (F) is a Mortgage Loan as to which the related
Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided that
the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written notification provided
by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether such
Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely response is received,
permitted to rely upon the most recent CREFC® Reports from such other securitization), a Rating Agency Confirmation is received
by the Master Servicer or the Special Servicer, as the case may be, from each Rating Agency and a confirmation of any applicable
rating agency that


 






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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). Notwithstanding anything herein to the contrary, with respect to any
applicable Excluded Loan related to the Directing Certificateholder (regardless of whether an Operating Advisor Consultation Event
has occurred and is continuing), the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing and
consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth
in Section 6.08 for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, 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 Master Servicer or the Special Servicer that is processing the related
action, as applicable, 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 Master Servicer (with respect to all Non-Specially Serviced
Loans) and the 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.


 


Upon receiving a request
for any matter described in this Section 3.08(b) that constitutes a Special Servicer Major Decision or a Special Servicer
Non-Major Decision (other than items listed under clauses (a), (b)(i) (b)(ii) and (d) of “Special Servicer
Non-Major Decision”), the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer will process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer
will be required to process such request and the Master Servicer will have no further obligation with respect to such request or
the related Special Servicer Major Decision or Special Servicer Non-Major Decision. If such action with respect to a Non-Specially
Serviced Loan is not a Special Servicer Non-Major Decision or a Major Decision, the Master Servicer shall process the related


 






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request
and shall have no obligation to obtain the consent of or consult with the Special Servicer, Directing Certificateholder or Operating
Advisor.


 


(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as 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 3.13(c))
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)          
[RESERVED].


 


(f)          
Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without
the consent of the Special Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause relating to any Non-Specially Serviced Loan or relating to any Specially Serviced
Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
applicable Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any applicable Excluded Loan), but prior to a Consultation Termination
Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof) or, with respect to
a Serviced AB Whole Loan, the consent of the AB Whole Loan Controlling Holder. The Directing Certificateholder shall have ten (10)
Business Days after receipt of notice along with the Master Servicer’s or the Special Servicer’s recommendation and
analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder
may reasonably request from the Master Servicer or the Special Servicer that is in the possession of the Master Servicer or the
Special Servicer, as applicable, of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such
notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed
to have consented to such proposed waiver or consent).


 






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(g)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) that the applicable conditions in the
related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without
the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other
fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided
for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations
Section 1.1001-3(e)(2).


 


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section 3.24,
subject to the Directing Certificateholder’s rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing
Standard, to foreclose upon or otherwise 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 Master Servicer
or the Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property
unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer,
as applicable, for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred
by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such
cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as
determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described
in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such offers to
be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with


 






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respect
to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing
Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)          
 such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)          
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)          
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to
any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or any related
Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law, unless (as evidenced by
an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously determined in accordance
with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person
who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or
other action, that:


 


(i)          
 such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, 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 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.


 






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The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect
to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 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 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 ((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) at such time as it deems appropriate to release such Mortgaged
Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance
of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer,
the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and other than
with respect to any Excluded Loan), in writing of its intention to so release such Mortgaged Property and the bases for such intention,
(ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition
to the prior written consent of the Directing Certificateholder as required above, the Holders of


 






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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 Special Servicer shall use commercially reasonable efforts
to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)          
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider
monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or
defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied,
in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the
applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)          
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)          
The Special Servicer 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.


 


(h)          
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 






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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 Master Servicer or the Special Servicer,
as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master
Servicer or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of
the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer
and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to
enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt
of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer,
as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)          
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the


 






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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 Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the
portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, 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 otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan
out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case
of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with
the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other


 






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than
with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related
Mortgagor:


 


(i) 100% of Excess
Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (other than
any Non-Serviced Mortgage Loan) including any related Serviced Companion Loans that are not Specially Serviced Loans, to the extent
not prohibited by the related Intercreditor Agreement and that do not involve a Major Decision or a Special Servicer Non-Major
Decision and 50% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loans
(other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loans that are not Specially Serviced Loans to the
extent not prohibited by the related Intercreditor Agreement and that involve one or more Major Decisions or Special Servicer Non-Major
Decisions (whether or not processed by the Special Servicer),


 


(ii) 100% of all
assumption application fees received on any Mortgage Loans, only for which the Master Servicer is processing the underlying assumption
related transaction (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
(whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees (provided that for the
avoidance of doubt, any such defeasance fees shall not include any Modification Fees or waiver fees in connection with a defeasance
that the Special Servicer is entitled to under this Agreement);


 


(iii) 100% of assumption,
waiver, consent and earnout fees, review fees and similar fees pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced
Companion Loan to the extent not prohibited by the related Intercreditor Agreement) which do not involve a Major Decision or a
Special Servicer Non-Major Decision;


 


(iv) 50% of all assumption,
waiver, consent and earnout fees, review fees and similar fees (other than assumption application and defeasance fees), pursuant
to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on any Non-Specially
Serviced Loan (including any related Serviced Companion Loan to the extent not prohibited by the related Intercreditor Agreement)
which involve a Major Decision or Special Servicer Non-Major Decision (whether or not processed by the Special Servicer) and only
to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid; and


 


(v) 50% of all fees (other
than assumption application fees) related to Major Decisions and Special Servicer Non-Major Decisions with respect to the Mortgage
Loans and Serviced Companion Loans that are Non-Specially Serviced Loans (and, solely with respect to clause (xviii) of
the definition of “Major Decision”, Specially Serviced Loans) regardless of whether the Master Servicer or the Special
Servicer processes such Major Decision or Special Servicer Non-Major Decision.


 


In addition, the 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 to the extent such beneficiary statements are prepared by the


 






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Master
Servicer and other customary charges, amounts collected for checks returned for insufficient funds with respect to the accounts
held by the 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 the Collection Account or the Companion Distribution
Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund
in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income
earned on deposits in 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 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 the Collection Account
and the 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 Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right in 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 Master Servicer nor the Special
Servicer shall 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 Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the
Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the Master Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged
a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer.


 


Notwithstanding anything
herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge
to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced
Pari Passu Companion Loan (and any successor REO Loan); provided, however, that in the event of any resignation or
termination of the Master Servicer, all or any


 






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portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05
and who requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained
Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms
of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable
Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder,
notwithstanding any resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and 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 Special Servicer’s responsibilities and obligations under
this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)          
The 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 received on any Mortgage Loans and any related Serviced Companion Loan (to the extent
not prohibited by the related Intercreditor Agreement), only for which the Special Servicer is processing the underlying assumption
related transaction,


 


(iii)          100% of all assumption fees and other related fees received on any Specially Serviced Loans,


 


(iv)          100%
of waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in
connection with this


 






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Agreement
on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor,


 


(v)          
50% of all Excess Modification Fees and assumption, and consent fees pursuant to Section 3.08 or Section 3.18
and 50% of all earnout fees, review fees and similar fees received with respect to all Mortgage Loans (including any related Serviced
Companion Loan to the extent not prohibited by the related Intercreditor Agreement) (excluding any Non-Serviced Mortgage Loan)
that are not Specially Serviced Loans that involve one or more Major Decisions or Special Servicer Non-Major Decisions, and


 


(vi)          (A) 50% of all fees (other than assumption application fees) related to Major Decisions and Special Servicer Non-Major Decisions
with respect to the Mortgage Loans and Serviced Companion Loans that are Non-Specially Serviced Loans (and, solely with respect
to clause (xviii) of the definition of “Major Decision”, Specially Serviced Loans) regardless of whether the
Master Servicer or the Special Servicer processes such Major Decision or Special Servicer Non-Major Decision and (B) 100% of all
fees related to Major Decisions and Special Servicer Non-Major Decisions with respect to Specially Serviced Loans, except only
50% of such fees solely with respect to clause (xviii) of the definition of “Major Decision”,


 


and shall be promptly
paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by
the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a). Subject
to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of:
(i) Penalty Charges to the extent provided in Section 3.11(d); (ii)  beneficiary statement charges to
the extent such beneficiary statements are prepared by the Special Servicer; (iii) amounts collected for checks returned for insufficient
funds with respect to the accounts held by the Special Servicer; and (iv) 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. The Special Servicer shall also be entitled to additional
servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate multiplied by all
payments of interest and principal received on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the 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 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


 






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$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 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 Corrected Loan again becomes a Specially
Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes
a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan
or if a 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” and such Mortgage Loan is paid in full within
120 days of its Maturity Date. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant
a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer
and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected
Loan solely because the Mortgagor had not had sufficient time to make three (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 Special Servicer will not be entitled
to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to (a) each Specially
Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage
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 Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out
of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on
such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect
to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the
related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates
such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject
to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The
Special Servicer shall 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


 






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Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly out of the
Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right in 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 Master Servicer nor the Special
Servicer shall 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 Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the
Special Servicer. Similarly, if the Special Servicer decides not to charge any fee, the Master Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged
a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer.


 


(d)          
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with
respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously
paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for
all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the
extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special
Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a


 






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Specially
Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and
the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based
on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation described in the
previous sentence. Notwithstanding the foregoing 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(d).


 


If a Servicing Shift
Whole Loan becomes a Specially Serviced Loan prior to the related Servicing Shift Securitization Date, the Special Servicer shall
service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced
Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan
as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the related 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 related Servicing Shift Securitization Date, the Non-Serviced
Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as
if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced
Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole
Loan.


 


(e)          
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the 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 Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor
in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11;
provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in
accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12       
Inspections; Collection of Financial Statements. (a)  The Master Servicer 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) 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 Special Servicer in the previous
twelve (12) months, the 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 Special
Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan
becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.
The cost of such inspection by the Special Servicer pursuant to the 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 Collection Account pursuant to Section 3.05(a)(ii),
provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances,
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then,
from the 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 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 Loans),
in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall
prepare or cause to be prepared a written report of each such inspection 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 Master Servicer or the Special Servicer, as the case may be, deems material,
(ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that
is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the
case may be, deems


 






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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 Special Servicer and the
Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report
prepared by the Special Servicer and the Master Servicer, respectively, to the other party and 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 such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of
such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available
a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including
the Rating Agencies) that are Privileged Persons. The 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) (except, after the occurrence and continuance of a Consultation Termination
Event or with respect to any Specially Serviced Loan that is an Excluded Loan).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced
Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion
Loan) documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent
rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage
Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls
to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation.
The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master
Servicer and the Special Servicer (with respect to the Directing Certificateholder) 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 in 2019. Upon the request of any Privileged Person (other than the NRSROs) to receive
copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans and REO Loans) shall deliver 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 Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver 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).


 






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Furthermore,
with respect to any Mortgage Loan (or Serviced Whole Loan), if the related Mortgage Loan documents provide for the annual or quarterly
testing of financial conditions of the related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service
coverage ratio tests and/or loan-to-value ratio tests) in connection with cash-management triggers or the commencement of additional
required Escrow Payments, the Master Servicer (only to the extent the related information required for such testing is to be delivered
to the Master Servicer pursuant to the related Mortgage Loan documents and is actually delivered to the Master Servicer) shall
use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Mortgage Loan documents. Furthermore,
in accordance with this Section 3.12(b), with respect to any Mortgage Loan (or Serviced Whole Loan), the Master Servicer
shall use reasonable efforts to collect financial statements from the related Mortgagor for the periods set forth in the related
Mortgage Loan documents (e.g., and as applicable, for the entire fiscal year where annual reporting is required).


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare
with respect to each Mortgaged Property 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 the then-current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer
Watch List). The Master Servicer, with respect to each Mortgage Loan (and with respect to Specially Serviced Loans and REO Properties,
if the Special Servicer has delivered the related CREFC® Operating Statement Analysis Report and operating statements
to the Master Servicer), 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) and the Special Servicer.


 


(ii)        Within
forty-five (45) days after receipt of an annual operating statement (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


 






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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 computation to “normalize” the full year net operating income
and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status
Report. The Master Servicer, with respect to each Mortgage Loan (and with respect to Specially Serviced Loans and REO Properties,
if the Special Servicer has delivered the related CREFC NOI Adjustment Worksheet and operating statements or rent rolls to the
Master Servicer), 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 (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 the Special Servicer.


 


(c)        At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, 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 as to such party) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format,
reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent 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 submitted by the Mortgagor.


 


(d)        Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning November 2018, the Master Servicer shall
prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (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 Special
Servicer and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of
such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC
Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the
report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent


 






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received
from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date
beginning November 2018, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business
Days prior to the Distribution Date beginning November 2018, the Master Servicer shall deliver or cause to be delivered to the
Certificate Administrator via electronic format the CREFC® Loan Periodic Update File and, to the extent received
by the Master Servicer, the CREFC® Appraisal Reduction Template. In no event shall any report described in this
subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments
or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day
on which the report is due.


 


Not
later than 5:00 p.m. (New York City time) two (2) calendar days following each Distribution Date (provided that if the second
calendar day is not a Business Day, then the immediately succeeding Business Day) beginning November 2018, the Master Servicer
shall deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format and Excel
format; provided that the Master Servicer shall have no obligation to prepare or deliver any such CREFC®
Schedule AL File unless the Depositor has delivered the items required by Section 2.01(j). If the CREFC®
Schedule AL File is not provided by the date specified in the immediately preceding sentence, the Certificate Administrator
shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com with
a copy to the Depositor at nicholas.galeone@ubs.com. In preparing the CREFC® Schedule AL File and any Schedule
AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any
applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act
as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the
Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC®
Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the
Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files,
unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule
AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator 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, the 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 the Master Servicer’s reports and the Special Servicer’s reports and any information provided by


 






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the
Trustee, without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)        The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and
Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or
data to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be
furnished by the 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 Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer
pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer 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
Special Servicer, and the 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 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 the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent
the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)        Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such
statement, report or information in a commonly used electronic format or (z) making such statement, report or information
available on the Master Servicer’s website (with respect to items delivered by the Master Servicer (except with respect
to items delivered by the 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, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the


 






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Certificate
Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master Servicer or the Special
Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement,
report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the
correction of such system problems.


 


Section 3.13       
Access to Certain Information. (a)  The Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing 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 reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result
of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions
on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such
information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained
in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions
of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision
of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise
required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the
Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with
the applicable Servicing Standard, that such disclosure would


 






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violate
applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect
to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on
behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer
or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of
the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding 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 Master Servicer or the Special Servicer, as the case may be, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable,
may provide (or 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 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 Master Servicer or the Special Servicer, as the case may be;
provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, generally to the effect that such Person will keep such information confidential
and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or holder of such 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 Servicer 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”:


 






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


 


(B)         this
Agreement 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 the Master Servicer to the Certificate Administrator;


 


(ii)        the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)         any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(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; and


 


(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 Master Servicer pursuant to this
Agreement from time to time;


 


(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(d);


 


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


 






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(C)         any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)         a
detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal
Reduction Amount on a current and cumulative basis (provided that is it received by the Certificate Administrator);


 


(E)         the
CREFC® Appraisal Reduction Template; and


 


(F)          all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)         any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)         any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)         any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)         any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(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 the Master Servicer or the Special Servicer pursuant to Section 7.03;


 






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(K)         any
notice of termination pursuant to Section 9.01;


 


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)         any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d),
the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);


 


(N)         any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)         any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)         any
notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)         any
notice of the occurrence of an Operating Advisor Termination Event;


 


(R)         any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)         any
assessments of compliance delivered to the Certificate Administrator;


 


(T)          any
attestation reports delivered to the Certificate Administrator;


 


(U)         any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(V)         any
Proposed Course of Action Notice; and


 


(W)        any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “Special Notices” tab;


 


(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


 






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(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 and the Certificate Administrator shall, in addition to posting the applicable notices
on the “Risk Retention Special Notices” tab, provide email notification to any Privileged Person (other than market
data providers) 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;


 


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, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention
notices, if any, can be found on the “Risk Retention Special Notices” tab.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


In
the event that UBS AG, New York Branch in its capacity as the Retaining Sponsor determines that the Third Party Purchaser no longer
complies with the provisions of the Risk Retention Rule related to (a) number of third- party purchasers, (b) source of funds,
(c) third-party review, (d) affiliation and control rights or (e) hedging, transfer and pledging, it 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.


 


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
(viii) 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 Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely


 






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with
respect to the 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-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, the Directing
Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s
Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each
rely on (i) an investor certification in the form of Exhibit P-1B 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 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party
has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and
shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of
the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict
such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided
in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D 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 Master Servicer, the Special Servicer and the Operating
Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator,
and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and,
if possible 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 Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the


 






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Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as 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 Servicer, the Special Servicer, 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 Master Servicer, the 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 Servicer, the Special Servicer, 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, the 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 the Directing Certificateholder or Controlling Class Certificateholder or
any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website or its filing of such information pursuant to this Agreement, including, but
not limited to, filing via EDGAR, and assumes no responsibility therefor, other than with respect to such reports, documents or
other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility
for any information distributed by it or filed by it, as applicable, for which it is not the original source. Notwithstanding
anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating
to any Excluded Controlling Class Loan to the extent such information was included in any Asset Status Report or Final Asset Status
Report inadvertently 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.


 






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In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration
and the acceptance of a disclaimer, including an agreement to keep nonpublic information made available on the Certificate Administrator’s
website confidential. 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 “UBS 2018-C13” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)         any
notices of waivers under Section 3.08(d);


 


(ii)        any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)        any
notice of final payment on the Certificates;


 


(iv)        any
environmental reports delivered by the Special Servicer under Section 3.09(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 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);


 






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(xi)       any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)      any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;


 


(xiv)      any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)      any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)     any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, 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; provided, however, that any information delivered pursuant to Section 3.13(d) shall be posted in
accordance with Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be. 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


 






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Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as
applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in
the form of Exhibit P-2 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 “UBS 2018-C13” 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 Servicer or Special Servicer, as applicable, 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 the same 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 in respect of the transaction governed by this Agreement each time an additional document
is posted 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


 






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17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “UBS 2018-C13” and an identification of the type of information being provided
in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)        The
Master Servicer or the 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) may 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, BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s
Analytics, RealINSIGHT 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)         The
Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (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. The Master Servicer and the 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 Master Servicer’s
website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information
to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
website, the Master Servicer may require


 






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registration
and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential
nature of such information. In connection with providing access to or copies of the information described in this Section 3.13(f)
to current or prospective Certificateholders, the form of confidentiality agreement used by the Master Servicer or the Special
Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting
Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing
such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in
the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor
Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment
advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide such
information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting
on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the
investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case
may be.


 


(g)        The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)        The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Reports that are not Final Asset Status
Reports), or Certificateholders generally, requested by the


 






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Operating
Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


(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 Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval
of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation
of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s,
as the case may be, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) 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 Servicer, the Special Servicer,
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. The Special Servicer, on behalf of the Trust and,
if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar
year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies
for 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


 






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provided
in the 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 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 Special Servicer is granted or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the
Collection Account pursuant to Section 3.05(a).


 


(b)        The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after
receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location
of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


 


(c)        The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days
after such amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO
Account and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account,
as applicable), the aggregate of all amounts received in respect of each REO Property during the 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 the Special Servicer may retain in such
REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable
reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO
Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14,
the Special Servicer shall provide the Master Servicer with a


 






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written
accounting of amounts remitted to the Master Servicer for deposit in the Collection Account on such date. The Master Servicer
shall apply all such amounts as instructed by the Special Servicer on the day the Master Servicer receives the written accounting
as provided in the previous sentence.


 


(d)        The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15       
Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit
of the Certificateholders and the related Companion Holders 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 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 subordinate or pari passu nature of any Companion Loan, as
the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard).
Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all
purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust
or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property”
within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified funds) in the
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)         all
insurance premiums due and payable in respect of such REO Property;


 


(ii)        all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)        any
ground rents in respect of such REO Property, if applicable; and


 


(iv)        all
costs and expenses necessary to maintain and lease such REO Property.


 






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To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving
notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its
own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the
Trustee, the Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (other than with
respect to an Excluded Loan, 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, the Special Servicer shall not:


 


(i)         permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)        permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)        authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)        Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)        The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)         the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)        the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 






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(iii)        any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)        none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)         the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer 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 Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)        When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16       
Sale of Defaulted Loans and REO Properties. (a)  (i)  Within thirty (30) days after a Defaulted
Loan has become a Specially Serviced Loan, the Special Servicer shall order (but 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 Special Servicer is then in the process of obtaining an Appraisal
with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from
time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,
in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard
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 Special Servicer shall promptly notify the Master Servicer in writing
of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)        If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a


 






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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 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 (as a collective whole as if such Certificateholders and Companion Holder constituted a single lender) in such manner as
will be reasonably likely to realize a fair price, if and when the 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 the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related Intercreditor
Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the
Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders and, subject to the terms of the related Intercreditor Agreement, the Special Servicer shall 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. The Special Servicer is required to give the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor, the Directing Certificateholder (in the case of the Directing Certificateholder, other
than in respect of any Excluded Loan) and, in respect of any Serviced AB Whole Loan, prior to the occurrence of an AB Control
Appraisal Period, the holder of the related Subordinate Companion Loan not less than ten (10) Business 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 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. Neither the Trustee nor any of its Affiliates may make an offer for or purchase
any 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 pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the


 






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highest
offer received from any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan,
if the 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 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
nine (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 (2) other offers are received from independent third parties. The Trustee
shall act in a commercially reasonable manner in making such determination. In determining whether any offer received from an
Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding 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 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 shall (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 Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)         The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing


 






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Certificateholder,
subject to the limitations on consultation set forth in and in accordance with Section 6.08(a) (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) 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, and taking into account the subordinate
or pari passu nature of any Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person
other than an Affiliate of the 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, and taking into account the subordinate or pari
passu nature of any Companion Loan) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that
the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use
reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee
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 Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)        (i)  The
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 Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the
entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and the Directing Certificateholder (other than with respect to an Excluded Loan and prior to the occurrence and continuance of
a Consultation Termination Event) not less than ten (10) days’ prior written notice of the Purchase


 






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Price
and its intention to (x) purchase any REO Property at the Purchase Price therefor or (y) sell any REO Property, in which
case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal
to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


 


(A)         In
the absence of any such offer as set forth in clause (i) above, the 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
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless 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 (2) 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.


 


(B)         The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)         In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering


 






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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 Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with
the Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes
a fair price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account,
and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other
factors, the physical condition of such REO Property, the state of the local economy and the Trust’s obligation to comply
with REMIC Provisions.


 


(ii)        Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trust (except that any contract of sale and assignment and conveyance documents
may contain customary warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated
in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer nor the Trustee 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
Special Servicer or the Trustee.


 


(c)        Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)        With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall
sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that
all offers be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as
to whether any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Special
Servicer unless the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding
the foregoing, the 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


 






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written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior
written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted
sale date, a copy of each bid package (together with any amendments to such bid packages) received by the Special Servicer in
connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of the most recent
appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder
of the related Serviced Pari Passu Companion Loan; 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) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or
its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor
and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect
to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set
forth in this paragraph with respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (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 Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person.


 


(e)        (i)  Notwithstanding
anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement, the holder
of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right to purchase the related
Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan shall be given
priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor
Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan,
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.


 






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(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 Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17       Additional
Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right
of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced
Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance
Date, without any right of reimbursement therefor.


 


(b)        The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)        Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one month periods for a total period not to exceed twelve (12) months (provided that, other than with
respect to an Excluded Loan, 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 Master Servicer or the Trustee makes such an election
at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue
to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Master Servicer or
the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof


 






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during
the Collection Period for any Distribution Date, the Master Servicer or the Trustee shall further be authorized to wait for principal
collections on the Mortgage Loans to be received until the end of such Collection Period before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however,
that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will
exceed the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection
Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
which shall mean that (i) the 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 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 the Master Servicer, it has not timely
received from the Trustee information required by the 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 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 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 Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent
of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The 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 or to comply with
the terms of this Section 3.17 and the other provisions of this Agreement that apply once such an election, if any,
has been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time,
or not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the
Master Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to
the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual
obligation hereunder. If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully
recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee,
as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement
Rate from all amounts in the Collection


 






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Account
for such Distribution Date (deemed first from principal and then from interest). Any such election by any such party
to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s,
as 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 the Master Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders a right to prior payment
of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the
Trustee or the other parties to this Agreement 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 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 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 the 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 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 Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)        With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)        Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the


 






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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.


 


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a),
Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i),
Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder, (including,
without limitation, the Special Servicer’s consent rights pursuant to this subsection (a) with respect to any modification,
waiver or amendment that constitutes a Special Servicer Major Decision) (i) the Special Servicer will be responsible for processing
waivers, modifications, amendments and consents with respect to (a) any Specially Serviced Loan and (b) any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights
of the related Companion Holder, to advise or consult with the Master Servicer or the Special Servicer, as the case may be, with
respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement) with respect to which the matter involves a Special Servicer Non-Major Decision (other than the items listed in clauses
(a), (b)(i), (b)(ii) and (d) of “Special Servicer Non-Major Decision,” which the Master Servicer
shall process with respect to Non-Specially Serviced Loans, subject to Special Servicer consent or deemed consent as provided
in this Agreement) or a Special Servicer Major Decision, and (ii) the Master Servicer will be responsible for processing waivers,
modifications, amendments and consents with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Whole Loan that is not a Specially Serviced Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related
Companion Holder, to advise or consult with the Master Servicer or the Special Servicer, as the case may be, with respect to,
or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement)
and does not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in
clauses (a), (b)(i), (b)(ii) and (d) of “Special Servicer Non-Major Decision,” which the
Master Servicer shall process, subject to Special Servicer consent or deemed consent as provided in this Agreement); provided
that if such modification, wavier, amendment or consent is a Master Servicer Major Decision, the Master Servicer shall obtain
the consent of, or consult with, the Directing Certificateholder and the Operating Advisor as and to the extent provided in Section 6.08.
Further, the Master Servicer shall not modify, waive or amend the terms of a Non-Specially Serviced Loan and/or Companion Loan
(that constitutes a Special Servicer Major Decision) without the prior written consent of the Special Servicer (it being understood
that the Master Servicer (if the Master Servicer is processing and recommending approval of such request) will in accordance with
the Servicing Standard provide the Special Servicer with notice of any request for such modification, waiver or amendment, the
Master Servicer’s written recommendation and analysis, and all information in the Master Servicer’s possession that
may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that such consent
shall be deemed given (unless earlier objected to by the Special Servicer) within ten (10) Business Days of the Special Servicer’s
receipt from the Master Servicer of the Master Servicer’s written recommendation and analysis with respect to such modification,
waiver or amendment and all information in the Master Servicer’s possession reasonably requested by the Special Servicer
in order to make an informed decision with respect to such modification, waiver or amendment; and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity


 






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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, the party processing such action shall (1) provide the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, the Operating Advisor, each related
Other Master Servicer, each related Other Trustee, the Directing Certificateholder ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any applicable Excluded Loan), with an Opinion of Counsel (at the expense
of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid
by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.18(d)) that such extension would
not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (A) prior to the occurrence and continuance
of a Control Termination Event and other than with respect to an applicable Excluded Loan, obtain the consent of the Directing
Certificateholder and (B) after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation
Termination Event and other than with respect to any applicable Excluded Loan, consult with the Directing Certificateholder pursuant
to Section 6.08. Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the
Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor
Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a)
if any such modification, waiver or amendment constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision,
the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent of or consultation with the Special Servicer,
the Operating Advisor or the Directing Certificateholder, may modify or amend the terms of any Mortgage Loan and/or related Serviced
Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein
which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, such modification or amendment would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


In
addition, subject to the next sentence, with respect to Non-Specially Serviced Loans, the Master Servicer, prior to taking any
action with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special
Servicer Major Decision) and prior to taking any action with respect to a Special Servicer Non-Major Decision (other than the
items listed in clauses (a), (b)(i), (b)(ii) and (d) of “Special Servicer Non-Major Decision”)
(or making a determination not to take action with respect to a Special Servicer Non-Major Decision (other than the items listed
in clauses (a), (b)(i), (b)(ii) and (d) of “Special Servicer Non-Major Decision”)), shall
refer any request with respect to such Special Servicer


 






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Major
Decision or Special Servicer Non-Major Decision to the Special Servicer and the Special Servicer shall process the request directly
or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent (or
deemed consent) of the Special Servicer) process such request. If the Master Servicer and the Special Servicer mutually agree
that the Master Servicer shall, with respect to a Non-Specially Serviced Loan (subject to the consent (or deemed consent) of the
Special Servicer) process a request with respect to a Special Servicer Major Decision or Special Servicer Non-Major Decision and
the Master Servicer is recommending approval of such request, the Master Servicer shall prepare and submit its written analysis
and recommendation to the Special Servicer with all information in the possession of the Master Servicer that the Special Servicer
may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall 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 Holder or its representative (as applicable))
to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer Major Decision
or Special Servicer Non-Major Decision; provided that such consent shall be deemed given (unless earlier objected to by
the Special Servicer) within fifteen (15) Business Days of the Special Servicer’s receipt from the Master Servicer of the
Master Servicer’s written analysis and recommendation with respect to such request and all information in the Master Servicer’s
possession reasonably requested by the Special Servicer in order to make an informed decision with respect to such request. In
addition, the Master Servicer will be required to provide the 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 the Special
Servicer will determine in accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


Subject
to Section 6.08, applicable law, any related Intercreditor Agreement and the Mortgage Loan and/or related Serviced
Companion Loan documents, neither the Master Servicer nor the Special Servicer shall waive, modify or amend (or consent to waive,
modify or amend) any provision of a Mortgage Loan and/or related Serviced Companion Loan at any time the Mortgage Loan and/or
related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion
Loan documents or default with respect thereto is not reasonably foreseeable unless (i) the Master Servicer or the Special
Servicer, as the case may be, obtains Rating Agency Confirmation (if a Rating Agency Confirmation is required to be obtained under
any other provisions of this Agreement) from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing
Certificateholder, 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 waiver, 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) or otherwise cause
an Adverse REMIC Event (and the Master Servicer or the 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


 






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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 Special Servicer Major Decision,
the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer will process such request in accordance with the terms and conditions reasonably agreed
to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer will be required
to process such request and the Master Servicer will have no further obligation with respect to such request or the related Special
Servicer Major Decision.


 


(b)        If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such
determination derives from the Special Servicer’s consideration of a Special Servicer Major Decision or Special Servicer
Non-Major Decision that is subject to its processing and/or consent rights pursuant to Section 3.18(a) of this Agreement)
with respect to which a payment default or other material default has occurred or a payment default or other material default
is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special
Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion
Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to a modification, waiver or amendment
of such Specially Serviced Loan, subject to (w) the provisions of this Section 3.18(b) and Section 3.18(c),
(x) with respect to any Major Decision, with respect to any Mortgage Loan other than any applicable Excluded Loan, prior
to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (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; (y) with respect
to any AB Major Decision relating to a Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control
Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan, to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter;
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, if any, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable;
provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer
shall have obtained and provided to the Trustee and the Certificate Administrator an Opinion of Counsel that such release or substitution
would not be a “significant modification” of the Mortgage Loan within the


 






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meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything
herein to the contrary, with respect to any applicable Excluded Loan related to the Directing Certificateholder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in 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 Master Servicer or the 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 Master Servicer or the 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
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 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 ((i) prior to the occurrence and continuance of a Control Termination Event, with the consent of
the Directing Certificateholder and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan), 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.


 






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(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 the Master Servicer or the 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 Master Servicer (as provided in Section 3.08(a) and Section 3.08(b)
and subject to the Special Servicer’s processing and/or consent rights pursuant to this Section 3.18 or Section 3.20(a)
if any such waiver, modification or amendment constitutes a Special Servicer Major Decision or Special Servicer
Non-Major Decision) or the Special Servicer) may, consistent with the Servicing Standard, agree to any waiver, modification
or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not
reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and
(ii) will not cause an Adverse REMIC Event. 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 Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee
from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any 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 Master Servicer and the Special Servicer each may, as a condition to its granting any
request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion
pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted
by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case
may be, as additional servicing compensation, a reasonable or customary fee, for the additional services performed in
connection with such request; provided that the charging of such fee is not a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(f)         All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in


 






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writing,
signed by the Master Servicer or the Special Servicer, as the case may be, and the related Mortgagor (and by any guarantor of
the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer in accordance with the Servicing
Standard).


 


(g)        With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after
the occurrence and during the continuance of an Operating Advisor Consultation Event), the Directing Certificateholder (other
than following the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded
Loan), the applicable Companion Holder (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) 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 this Section 3.18,
the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate
Administrator, the Special Servicer (and, if such modification, waiver or amendment involves a Major Decision, the Special Servicer
shall forward such notice to the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination
Event and other than with respect to an Excluded Loan), the Directing Certificateholder (if such modification, waiver or amendment
does not involve a Major Decision, and only prior to the occurrence and continuance of a Consultation Termination Event and other
than with respect to an Excluded Loan)), the applicable Companion Holder (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) and
the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the
Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business
Days) following the execution thereof, with a copy to the applicable Serviced Companion Noteholder, if any. Following receipt
of the Master Servicer’s or the 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 Certificates). With respect to the processing of any modification, waiver or consent related
to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification,
waiver or consent pursuant to Section 3.18(b)) or the Master Servicer (if the Master Servicer processes such modification,
waiver or consent pursuant to Sections 3.18(a) and Section 3.18(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 Master Servicer or the Special
Servicer, as the case may be, obtaining actual knowledge of the


 






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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
Special Servicer or the 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 Master Servicer, the
Special Servicer and the Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to
the Exchange Act, the additional report in the form of Exhibit JJ shall no longer be required hereunder. From time
to time, the Master Servicer, the 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, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion
Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid
relating 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 the Special Servicer is entitled to under this Agreement).
Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take
any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage
Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and
the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan
documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion
thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted
property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan
documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of
the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security
interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the
related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any
such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a
successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use


 






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its
reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the
cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and,
if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating
Agency Confirmation from each Rating Agency and 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 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 $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance
of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten (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 Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in
lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special
Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action that
constitutes a Special Servicer Major Decision or Special Servicer Non-Major Decision) reasonably determines that allowing their
use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the
requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and
provided, further, that such securities are backed by the full faith and credit of the United States government,
or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and 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


 






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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 UBS AG, New York Branch that are subject
to defeasance, (ii) all of the Mortgage Loans (other than the Mortgage Loans secured by the Mortgaged Properties identified on
Exhibit B hereto as Ellsworth Place, Westside Market Place Shopping Center and Magnolia Village) originated or acquired
by Rialto Mortgage Finance, LLC that are subject to defeasance, (iii) all of the Mortgage Loans (other than the Mortgage Loan
secured by the Mortgaged Property identified on Exhibit B hereto as Arizona Pavilions West) originated or acquired by Cantor
Commercial Real Estate Lending, L.P. that are subject to defeasance, (iv) all of the Mortgage Loans originated or acquired by
Natixis Real Estate Capital LLC that are subject to defeasance, and (v) all of the Mortgage Loans (other than the Mortgage Loans
secured by the Mortgaged Properties identified on Exhibit B hereto as Trinity Park, 4 Lotus Boulevard and Best Western
Travelers Rest) originated or acquired by CIBC Inc. that are subject to defeasance, the related Mortgage Loan Seller 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 Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan
documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such
defeasance request to the related Mortgage Loan Seller. Until such time as the related Mortgage Loan Seller 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 shall be delivered to the related Mortgage Loan Seller at its respective notice address provided under Section
13.05. With respect to any Mortgage Loan that is subject to defeasance, if the successor borrower is not designated or formed
by the related Mortgage Loan Seller or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable
to the Master Servicer in accordance with the Servicing Standard.


 


(j)         If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to
be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding


 






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anything
herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for
a period in excess of 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 Master Servicer nor the 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 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 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 the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment will
not cause an Adverse REMIC Event to the extent the Special Servicer determines in its reasonable good faith business judgment
consistent with the Servicing Standard that such Opinion of Counsel is reasonably necessary.


 


(m)       Neither
the Master Servicer nor the 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 Servicer and the Special Servicer; Recordkeeping; Asset Status Report.
(a)  Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall
promptly give notice to the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and ((i) prior
to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to
the Special Servicer and concurrently provide a copy of such Servicing File,


 






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exclusive
of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the
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 Master Servicer’s
possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts
to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event
(or, in the case of clauses (viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business
Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor,
and ((i) prior to the occurrence and continuance of a Consultation Termination Event or (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
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 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 Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (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) and shall return the related Mortgage
File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon
giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation
to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)        In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 






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(c)        Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require
the Master Servicer to produce any additional reports.


 


(d)        No
later than 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 “Initial Delivery Date”), the 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 Directing Certificateholder or the AB Whole Loan Controlling Holder,
as applicable. Subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution
of such Specially Serviced Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent
Final Asset Status Reports) are necessary to reflect the then current circumstances and recommendation as to how the Specially
Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard, the Special
Servicer shall prepare one or more additional Asset Status Reports with respect to such Specially Serviced Loan (each such report
a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status Report in electronic
form to the 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 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 Operating
Advisor (but, other than with respect to an Excluded Loan, only after the occurrence and during the continuance of an Operating
Advisor Consultation Event), with respect to a Serviced AB Whole Loan, to the extent the related Subordinate Companion Loan is
not subject to an AB Control Appraisal Period, the holder of the Subordinate Companion Loan 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 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, the Master Servicer shall not 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 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 the AB
Whole Loan Controlling Holder, as applicable, or that otherwise includes an indication that 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 Special Servicer. Further, the Certificate


 






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Administrator
shall not request any Asset Status Report or Final Asset Status Report from the 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 Special
Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)         a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)        a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
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, and income or operating statement available for the related Mortgaged Property;


 


(iv)        (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)         the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 






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(x)        such
other information as the 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 Special Servicer makes a determination, in accordance with the Servicing Standard that the
disapproval by the Directing Certificateholder (communicated to the 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, the Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, 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 Special Servicer has not made the affirmative determination described above, the Special Servicer shall
revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty
(30) days after such disapproval, to the Master Servicer, the Directing 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 an Operating Advisor Consultation Event)
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above
in this Section 3.19(d) until the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan prior
to the occurrence and continuance of a Control Appraisal Period and to the extent required by the terms of the related Intercreditor
Agreement, the holder of the related Subordinate Companion Loan) 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 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; provided that, if the Directing Certificateholder or the holder
of the related Subordinate Companion Loan, as applicable, has not approved the Asset Status Report for a period of sixty (60)
Business Days following the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted
form of Asset Status Report, if consistent with the Servicing Standard; provided, however, that such Asset Status
Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.
The procedures described in this paragraph are collectively referred to herein as the “Directing Holder Approval Process”.
Prior to an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating
Advisor at the conclusion of the Directing Holder Approval Process.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been


 






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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 (regardless of whether a Control Termination Event has occurred and is continuing), the Special
Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded
Loan 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 Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law
or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers,
the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to
any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the
Master Servicer’s responsibilities under this Agreement.


 


If
an Operating Advisor Consultation Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both
an Operating Advisor Consultation Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the Special
Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating
Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder). Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the
Operating Advisor’s review of a Final Asset Status Report shall only provide background information to support the Operating
Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor
shall not provide comments to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during
the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall provide comments to the 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 Special Servicer shall consider such alternative courses of action and any other feedback provided by 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)) in connection with the Special Servicer’s preparation of any Asset Status Report
that is provided while an Operating Advisor Consultation Event has occurred and is continuing. The Special Servicer may revise
the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and the
Directing


 






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Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan)),
to the extent the 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)). 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 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).
The procedures described in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan),
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) shall consult with
the 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)), shall have no right
to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the
Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described
above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the
Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing 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 Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, within sixty (60) days after it
becomes 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 (ii) or (iii) of the definition of Servicing
Transfer Event (without regard to the 30-day period set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage
Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Mortgagor.
The Master Servicer shall


 






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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 (ii) or (iii) of the definition of Servicing Transfer Event (without regard to the 30-day
period set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice
is provided to the Special Servicer pursuant to clause (i) above.


 


(f)         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 Special Servicer shall deliver in electronic format
to the Directing Certificateholder (other than with respect to any Excluded Loan) a draft notice that will include a draft summary
of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan 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, to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, 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 Special Servicer shall deliver
in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on
the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively
disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer
shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder
approves such draft summary; provided, however, that if the Directing Certificateholder has not approved of the
draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the
Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer
prior to such twentieth (20th) Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided,
further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft
summary by the Directing Certificateholder is not in the best interest of all the Certificateholders and the holder of any related
Companion Loan, as a collective whole, pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format
such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver
(but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the
Operating Advisor. The 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


 






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Status
Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b).


 


(g)        No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20        Sub-Servicing
Agreements. (a)  The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and
requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if
the Master Servicer or the Special Servicer, as 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 Asset Representations Reviewer, the Certificate Administrator, the
Master Servicer or Special Servicer, as applicable, (other than the Master Servicer or 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 Master Servicer or the 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 Master Servicer or the 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 Master Servicer
or the Special 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; (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing
Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any applicable grace period) if
the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the
Master Servicer, the Certificate


 






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Administrator
or the Depositor under Article XI or under the Sub-Servicing Agreement or to the applicable 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; and
(x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer is Risk Retention Affiliated
with the Third Party Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). 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 applicable 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 Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate with respect
to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided, however,
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although
it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required
under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred and to render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically
provided for in such Sub-Servicing Agreement. The Master Servicer or 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 Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed
to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so
long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest
to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the
Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when
a Sub-Servicer retained by it receives such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify
the Master Servicer or the Special Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall
notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(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


 






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required
by applicable law to the extent necessary to ensure the enforceability of the related Mortgage Loans or the compliance with its
obligations under the Sub-Servicing Agreement and the Master Servicer’s obligations under this Agreement.


 


(c)        As
part of its servicing activities hereunder, the Master Servicer and the 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 Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The Master Servicer 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 the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)        Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the 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 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.


 


(f)         The
Trustee, upon the request of the 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 Master Servicer’s


 






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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 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 the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)         Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, 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, the consent of the Directing
Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


(j)         Except
with respect to the Special Servicer, no party shall enter into a sub-servicing agreement with a Sub-Servicer that is a Risk Retention
Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation
AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively
rely upon a representation of any Initial Sub-Servicer that such Sub-Servicer is not, to its actual knowledge, a Risk Retention
Affiliate of the Third Party Purchaser. If at any time a party to this Agreement obtains actual knowledge that such Sub-Servicer
is a servicer as contemplated by Item 1108(a)(2) of Regulation AB and is a Risk Retention Affiliate of the Third Party Purchaser,
such party shall terminate such Sub-Servicer in accordance with the Sub-Servicing Agreement.


 


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 Distribution 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 January (if applicable) and
February, “Withheld Amounts”).


 






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(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 the Master Servicer and the Special Servicer. 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 Servicer and the Special Servicer 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)
and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect
to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23       
Controlling Class Certificateholders, Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit MM attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder (other than a Loan-Specific Directing Certificateholder)
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special
Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) shall execute
a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the
existing Directing Certificateholder, any successor directing certificateholder shall deliver to the parties to this Agreement
a certification substantially in the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing
Certificateholder.


 


(b)        Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in


 






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writing,
of the resignation of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that
(i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives
written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated
and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor 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.


 


(c)        Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


 


(d)        In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of the Directing Certificateholder, as the case may be.


 


(e)        Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, 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 the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, KKR Real Estate Credit Opportunity Partners
Aggregator I L.P., shall be the initial Directing Certificateholder (but not a 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.


 






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Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 


(f)         If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)        Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing 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, in
the case of the Directing Certificateholder that is not a Loan-Specific Directing Certificateholder, to the Controlling Class);
(iv) the Directing Certificateholder that is not a Loan-Specific Directing Certificateholder may take actions that favor
interests of the Holders of one or more Classes including the Controlling Class 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, in the
case of the Directing Certificateholder that is not a Loan-Specific Directing Certificateholder, to a Controlling Class Certificateholder)
for having so acted as set forth in clauses (i) through (v) 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.


 


(h)        (i)
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing 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 Servicer, the Special Servicer, 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 and any 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 the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the


 






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Certificate
Administrator, the Trustee, or any Certificateholder and provide such information to the requesting party.


 


(l)         At
any time that the Controlling Class Certificateholder is the Holder of a majority of the Class D-RR Certificates and the Class
D-RR 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
Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class D-RR Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect
to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder 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 D-RR Certificates to the Non-Waiving Successor and had not also become
a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination
Event or (iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control
Termination Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 






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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
D-RR Certificates to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any
Cumulative Appraisal Reduction Amounts.”


 


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 D-RR Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application
of any 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 Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class D-RR 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. Notwithstanding the second 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 shall be deemed to have occurred with respect to such Excluded
Loan.


 


Section 3.24       
Intercreditor Agreements. (a)  The Master Servicer and Special Servicer acknowledge and agree 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


 






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and,
in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer
agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt, or the related Mortgaged
Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the
related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted
to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder
and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms
and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. The Master Servicer
and the Special Servicer further acknowledge and agree that any Serviced Whole Loan Controlling Holder will have the right to
replace the 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 Master Servicer nor the 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 the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the
Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or
the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder
or a new Controlling Class Certificateholder.


 


(c)        No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of
this Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the
Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially


 






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expand
the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)        With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or the Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced
Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related
Intercreditor Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.
In addition, notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
deliver reports and notices to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)        Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (1) 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 (2) 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 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 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, the 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 rights of the related Companion Holder set forth in the immediately preceding sentence,
the 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 the Special Servicer determines that immediate


 






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action
with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event
shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion
Holder.


 


(f)         In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)        With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)        With
respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have to consult
with respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its representative
or is exercisable in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder shall not
be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special Servicer
shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its representative with
respect to any matters with respect to the servicing of the related Subordinate Companion Loan to the extent required under the
related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Subordinate Companion
Holder or its representative without such consent or consultation (or deemed consent or consultation). In addition, notwithstanding
anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver information, reports and notices
to the Subordinate Companion Holder or its representative as and to the extent required under the related Intercreditor Agreement; provided that
if such Subordinate Companion Holder is a Borrower Party with respect to the related Mortgage Loan, then such Subordinate Companion
Holder shall not be entitled to receive any information that would constitute Excluded Information if such AB Whole Loan were
an Excluded Controlling Class Loan. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that
any AB Whole Loan Controlling Holder will have the right to exercise the rights of the Directing Certificateholder under this
Agreement to the extent provided for in, and subject to the terms of, the related Intercreditor Agreement.


 


(i)         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.


 






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Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall 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. 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).


 


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 Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the 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 Master
Servicer or the 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 has been appointed and currently serves as a master servicer or special
servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by Moody’s that currently has
securities outstanding and for which Moody’s has not cited servicing concerns with respect to the applicable replacement
master servicer or special servicer 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 commercial
mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to
the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer
or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3”
(in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly
cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on


 






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“watch
status” in contemplation of a rating downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization
transaction and serviced by the applicable replacement master servicer or special servicer prior to the time of determination,
if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information
Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the Special Servicer would have been permitted to waive obtaining 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.


 


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall review (i) the actions of the Special Servicer
with respect to any Specially Serviced Loan (as provided in Section 3.19(d), Section 3.26 and Section 6.08,
(ii) all reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s
Website and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation
Event) and each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall
perform its duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating Advisor will have no
obligation or responsibility at any time to review or assess the actions of the Master Servicer for compliance with the Servicing
Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection with any Operating
Advisor Annual Report.


 






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(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the 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 or Final 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 Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i)  Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report,
and other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are
posted on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance
of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report
or approved or deemed approved Major Decision Reporting Package provided to the Operating Advisor with respect to any Mortgage
Loan, and (iii) after the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any
Major Decision Reporting Package, the Operating Advisor shall ((i) if any Mortgage Loans were Specially Serviced Loans at any time
during the prior calendar year or (ii) if the Operating Advisor was entitled to consult with the Special Servicer with respect
to any Major Decision) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred twenty
(120) days of the end of such prior calendar year, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth
whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating
in compliance with the Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect
to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect
to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on a Platform Level Basis and identifying (1)
which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has
failed to comply and (2) any material deviations from the Special Servicer’s obligations hereunder with respect to the resolution
or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced
Mortgage Loan); provided, further, however, that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior
calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further,
that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer
and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual
Report, the Operating Advisor shall not be required to (i) report on instances of non-compliance with, or


 






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deviations
from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines,
in its sole discretion exercised in good faith, to be immaterial or (ii) provide or obtain a legal opinion, legal review
or legal conclusion. 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 Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other
than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating
Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual
Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information
Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given an
opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate
Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to
the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(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)         
[RESERVED].


 


(e)         
(i)  With respect to any Mortgage Loan or Serviced Whole Loan, and with respect to any Serviced AB Whole Loan,
after the occurrence and during the continuance of both a Control Termination Event and a Serviced AB Control Appraisal Period,
after the calculation has been finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior
to the utilization by the Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or Collateral
Deficiency Amounts calculated by the Special Servicer or (ii) net present value in accordance with Section 1.02(iv),
the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary
in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical
accuracy of such calculations, but not including


 






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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 Days after receipt of such calculations
and any supporting or additional materials, recalculate and review for accuracy and consistency with this Agreement the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be
utilized in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer), Collateral Deficiency Amount (as calculated
by the 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 Special Servicer shall consult with each other in order
to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of
the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery
of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested
by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is either in the Master Servicer’s
possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer. In the event
the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such
five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the
Special Servicer and determine which calculation is to apply and shall provide 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) and a related
AB Control Appraisal Period.


 


(f)           
Notwithstanding the foregoing, and prior to the occurrence and continuance of an Operating Advisor Consultation Event, the
Operating Advisor’s review will be limited to an after-the-action review of any assessment of compliance, attestation report,
Major Decision Reporting Package, Asset Status Report, Final Asset Status Report and other information delivered to the Operating
Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor),
and, therefore, it shall have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents,
waivers, insurance policies, mortgagor substitutions, lease changes, additional borrower debt, defeasances, property management
changes, releases from escrow, assumptions or other similar actions that the Special Servicer


 






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may
perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition,
with respect to the Operating Advisor’s review of Appraisal Reduction Amounts, Collateral Deficiency Amounts or net present
value calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take
into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary
portions of the net present value calculation.


 


(g)         
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders other than the Directing
Certificateholder), other than (1) to a party hereto, to the extent expressly set forth herein 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 Special Servicer. Each party to this Agreement
that receives Privileged Information shall not disclose such Privileged Information to any other Person without the prior written
consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder (with
respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan) other than pursuant to a Privileged
Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity
with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge
of the Operating Advisor gained from performing operating advisor functions for such Other Securitizations shall not be imputed
to the Operating Advisor in the performance of its the obligations hereunder. Notwithstanding the foregoing, the Operating Advisor
shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(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 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 (excluding any Companion 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 6.04(a) and/or
6.04(b), such amounts to be


 






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reimbursed
from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each successor operating
advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this 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 Master Servicer
or the 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 that
are consistent with the efforts in accordance with the Servicing Standard that the Master Servicer or Special Servicer, as applicable,
would use to collect any fee owed by a Mortgagor to it, but only to the extent not prohibited by the related Mortgage Loan documents.
The Master Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating
advisor with respect to: any Non-Serviced Whole Loan or any 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 Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such
Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to
be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and
the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the
Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate
Administrator shall promptly provide written notice to all 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


 






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written
direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application of Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction
Amounts are allocable), the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under
this Agreement (other than any rights or obligations that accrued prior to the date of such termination (including accrued and
unpaid compensation) and other than indemnification rights (arising out of events occurring prior to such termination)) by prior
written notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.


 


(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 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 Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder (for any Mortgage Loan other than an Excluded Loan and only for so long as no Consultation Termination
Event has occurred), any Companion 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


 






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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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder 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. If no successor operating advisor has been appointed and has accepted such appointment within thirty (30)
days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation,
the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor
that is an Eligible Operating Advisor. No such resignation by the Operating Advisor shall become effective until the replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating
Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator)
associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)          
[RESERVED].


 


(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 or liability except with respect to its specific obligations under this Agreement, and shall have
no duty to any particular class of Certificates or particular Certificateholders or any third party, and (iv) the Operating
Advisor does not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended
(the “Advisers Act”).


 


(r)           
[RESERVED].


 


(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


 






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within
thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement.


 


(t)           
The Operating Advisor may delegate its duties and obligations to agents or subcontractors to the extent such agents or subcontractors
satisfy clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and 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, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding the foregoing sentence, the 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.


 


Section 3.27       
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent 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.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to
resign or be removed.


 






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(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 Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion 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 Master
Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee,
the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)          
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)          
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that


 






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such
holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other
Securitization.


 


(d)         
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, 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
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 Master Servicer, the 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 the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the 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)         
[RESERVED].


 


(i)          
During the period from and after 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 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 Master Servicer has received the CREFC® Special Servicer Loan File at the time required,
the


 






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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(c) by the Special Servicer and the 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 Master
Servicer shall deliver or cause to be delivered 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 Special Servicer. In no event shall any report described
in this Section 3.29(i) be required to reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day
prior to the Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause to be delivered
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 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 related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii)
of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the
related Servicing Shift Securitization Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the
Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection
with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together with the contact
information of


 






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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       
Resignation Upon Prohibited Risk Retention Affiliation. Under the Risk Retention Rule, any Third Party Purchaser
is prohibited from being Risk Retention Affiliated with, among other persons, the Master Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as the prohibition exists under the Risk Retention
Rule, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator
or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become a Risk Retention Affiliate of the Third Party Purchaser (an “Impermissible TPP Affiliate”),
(ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement,
the Third Party Purchaser, the Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator
or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) an officer or manager of the Operating
Advisor or the Asset Representations Reviewer that is responsible for performing the duties of the Operating Advisor or the Asset
Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of or Risk Retention Affiliated
with the Third Party Purchaser or any other party to this Agreement (an “Impermissible Operating Advisor Affiliate”
or “Impermissible Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP
Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an
“Impermissible Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention Affiliate
shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and resign in accordance with
Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03,
as applicable. The resigning Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket costs
and expenses of each other party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation
as and to the extent required under this Agreement; provided, however, that if the affiliation causing an Impermissible
Risk Retention Affiliate is the result of the Third Party Purchaser acquiring an interest in such Impermissible Risk Retention
Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the
Issuing Entity.


 


Section 3.33       
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.33 shall not be


 






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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 Servicer, the Special Servicer 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, the 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 reasonably request
to obtain such information in accordance with Section 4.02(f) of this Agreement, and each of the Master Servicer and
the Special Servicer may require and rely on such certifications and other reasonable information prior to releasing such information.


 


[End of Article III]


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions.


 


(a)          
On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of
Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution
Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making
any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates and
the Class X-D Certificates pro rata (based upon their respective entitlements to interest for such Distribution Date), in
respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates
for such Distribution Date;


 






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(ii)          
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates and the Class A-4 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 on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has
been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Certificates
has been reduced to zero; and (6) sixth, to the Holders of the Class A-SB Certificates, in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2),
(3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balances
of the Class A-SB Certificates, without regard to the Class A-SB Planned Principal Balance, 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-SB
Certificates, Class A-3 Certificates and Class A-4 Certificates, pro rata (based on their respective Certificate Balances)
up to 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-SB Certificates, Class A-3 Certificates and Class A-4
Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates and the Class A-4 Certificates, first (1) up to an amount equal to, and pro rata
based upon, the aggregate unreimbursed Realized Losses previously allocated to each such Class, then (2) up to an amount
equal to all accrued and unpaid interest on the amount set forth in clause (1) 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;


 






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(v)          
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-SB
Certificates, Class A-3 Certificates and Class A-4 Certificates have been reduced to zero, to the Holders of the Class A-S
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced
by any prior distributions thereof hereunder), 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 (1) up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(vii)        
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)      
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), 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 (1) up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(x)          
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), 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 (1) up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 






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(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, the Class B Certificates and the Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)         fifteenth, to the Holders of the Class D Certificates, first (1) up to an amount equal to the aggregate unreimbursed
Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (1) 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 D-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(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 D-RR Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class D-RR Certificates has been reduced to zero;


 


(xviii)     eighteenth, to the Holders of the Class D-RR Certificates, first (1) up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (1) 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 E-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)        twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class D-RR Certificates have been reduced to zero, to the Holders of the Class E-RR Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (reduced by any prior
distributions thereof hereunder), until the outstanding Certificate Balance of the Class E-RR Certificates has been reduced
to zero;


 






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(xxi)        twenty-first, to the Holders of the Class E-RR Certificates, first (1) up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxii)       twenty-second, to the Holders of the Class F-RR Certificates in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)      twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class D-RR Certificates and Class E-RR Certificates have been reduced to zero, to the Holders of the
Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class F-RR
Certificates has been reduced to zero;


 


(xxiv)      twenty-fourth, to the Holders of the Class F-RR Certificates, first (1) up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxv)       twenty-fifth, to the Holders of the Class G-RR Certificates in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)      twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class D-RR Certificates, Class E-RR Certificates and Class F-RR Certificates have been reduced
to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate
Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxvii)     twenty-seventh, to the Holders of the Class G-RR Certificates, first (1) up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 






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(xxviii)    twenty-eighth, to the Holders of the Class NR-RR Certificates in respect of interest, up to an amount equal
to the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxix)       twenty-ninth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class D-RR Certificates, Class E-RR Certificates, Class F-RR Certificates and Class G-RR Certificates
have been reduced to zero, to the Holders of the Class NR-RR Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class NR-RR Certificates has been reduced to zero;


 


(xxx)        thirtieth, to the Holders of the Class NR-RR Certificates, first (1) up to an amount equal to the aggregate
unreimbursed Realized Losses previously allocated to such Class, then (2) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (1) at the Pass-Through Rate for such Class compounded monthly from the date
the related Realized Loss was allocated to such Class until the date such Realized Loss is reimbursed; and


 


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


 


(b)          
[RESERVED].


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually
distributable to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular
Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount in respect of its Related Certificates plus (A) a pro rata portion of the Interest Distribution Amount in respect
of (i) in the case of the Class LA1, Class LA2, Class LASB, Class LA3 and Class LA4 Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LAS,


 






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Class
LB and Class LC Uncertificated Interests, the Class X-B Certificates and (iii) in the case of the Class LD Uncertificated
Interest, the Class X-D Certificates, 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). Amounts
distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the
Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(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 for any Distribution Date shall be the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


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 Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          
For so long as 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 (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 or Workout 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 in the following manner: (i) to each of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-S, Class B, Class C and Class D Certificates, the product of (A) 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 such Classes of Principal Balance Certificates for that Distribution Date,
(ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) such Yield Maintenance Charge
or Prepayment Premium and (II) a fraction, the numerator of which is equal to the


 






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amount
of principal distributed to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class
A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates 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-SB,
Class A-3 and Class A-4 Certificates as described above, and (iii) to the Class X-B Certificates, any
remaining portion of such Yield Maintenance Charge or Prepayment Premium.


 


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, 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 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.


 






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No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class X-D, Class D-RR, Class E-RR, Class F-RR, Class G-RR, Class
NR-RR, Class Z 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-S, Class B, Class C and Class D Certificates have been reduced to zero,
all Yield Maintenance Charges and Prepayment Premiums with respect to the Mortgage Loans shall be distributed to the Class X-B
Certificates.


 


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 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 determine in accordance with the definition of Gain-on-Sale
Entitlement Amounts if there will be any shortfalls in interest or principal to any Class of Regular Certificates that would occur
on such Distribution Date without the inclusion of the Gain-on-Sale Remittance Amount in the definition of “Available Funds”
and shall remit the lesser of the Gain-on-Sale Entitlement Amount and all amounts on deposit in the Gain-on-Sale Reserve
Account to the Collection Account to be included as part of the Available Funds for such Distribution Date. Any amounts remaining
in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future shortfalls and Realized
Losses, including interest thereon, with respect to the Principal Balance Certificates and related Realized Losses in each case
allocable to the Regular Certificates on subsequent Distribution Dates. Upon termination of the Trust, any amounts remaining in
the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier
REMIC in respect of the Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 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 previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount


 






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of
such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant
shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the
Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters
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 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 (1) 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, such 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).


 


(i)           
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the
amounts and manner specified in Section 4.01(a), or Section 4.01(d), as applicable, to the Holders of the
respective Class otherwise entitled to


 






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distributions
of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement
of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders
that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each
such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall be made in accordance
with Section 13.05 at such last address. The amount of the distribution to each such prior Holder shall be based upon
the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder,
and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h)
as if such Holder had failed to surrender its Certificates.


 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Loans
shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account. Excess
Interest will not be available to pay any other amounts except for distributions on Excess Interest Certificates.


 


(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 Master Servicer for deposit into the Collection Account any amounts deposited by the Master Servicer in the
Companion Distribution Account not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on 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


 






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Noteholder
Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at least
five (5) Business Days prior to the related Record Date, by check sent by first class mail to 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, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding 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 Master Servicer and the 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 the Master Servicer and the Special Servicer;


 


(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;


 






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(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 for such Distribution Date;


 


(x)         
the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall, in respect of such Class of Certificates
for such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount, or Interest Shortfall,
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 Z Certificates, the 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 on
such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the
Principal Balance Certificates to date;


 


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


 


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


 


(xvii)     
the current Controlling Class;


 


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


 






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(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 Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)    
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses;


 


(xxiv)     
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)      
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)     
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all
payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date,
(A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan
in connection with that determination;


 


(xxvii)    
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)   
[RESERVED];


 






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(xxix)      
the 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 Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)     the amount of any Excess Interest actually received; and


 


(xxxv)      [RESERVED].


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
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.


 


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.


 


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. 





 






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(b)          
[RESERVED].


 


(c)          
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Master Servicer
or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s Internet
website, the Master Servicer 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. Neither the
Master Servicer nor the Special Servicer, as the case may be, shall be liable for dissemination of this information in accordance
with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered,
produced, or made available pursuant to Section 3.13 and Section 4.02(a), other than information produced
by the Master Servicer or the Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to
attach to any report provided pursuant to this Section 4.02(c), any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
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 Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision
of a Mortgage Loan document


 






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prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).


 


(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, 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.


 


(e)          
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)          
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is
not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer


 






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or
the Special Servicer may conclusively rely. In addition, the Master Servicer and the 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 Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer
with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to
be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances or (iii) make P&I
Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made. Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances shall be appropriately reflected in
the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent
principal and/or interest in respect of which such P&I Advances were made). The Master Servicer shall notify the Certificate
Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master
Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee
shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date,
unless the Master Servicer 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 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 Collection Account for payment to CREFC®
on such Distribution Date.


 


If the 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 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


 






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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 the Master Servicer with respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic
Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced
Primary Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loan (including any Non-Serviced Mortgage
Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) 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 Master Servicer) and (ii) with respect to each Mortgage Loan 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 Section 4.03(c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO 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 Master Servicer,
the 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 Master Servicer, the 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 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. If the 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 Master Servicer, the 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 Master Servicer and the Trustee shall not be required to make any additional P&I Advances
with respect


 






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to
the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any
such additional P&I Advances with respect to the related 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 Master Servicer, the 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 Master Servicer, the 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 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 Master
Servicer, the 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 Master 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 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 Master Servicer, the 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 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 the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may
be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the 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 Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion


 






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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 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.


 


(e)          
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, 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 Whole Loan, an “appraisal reduction amount” (or similar item) has
been made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such appraisal reduction amount)
then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for
such Mortgage Loan for such Distribution Date without regard to this clause 4.03(e)(ii), and (y) a fraction, expressed
as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such
Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding
sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the
related Distribution Date.


 


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 for
such Distribution Date. Any allocation of 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 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 shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously
allocated 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 Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of


 






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the
Class or Classes of Principal Balance Certificates that previously were allocated Realized Losses, in sequential order according
to the priority of payments for the Principal Balance Certificates (and in the case of the Principal Balance Certificates that
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 allocated to such Class of Principal Balance Certificates.


 


(b)          
(i)  On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced
without distribution, as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect
to such Distribution Date. Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)           [RESERVED].


 


(c)          
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b) with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  Appraisal Reduction Amounts and Cumulative
Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall
be allocated to each Class of Principal Balance Certificates solely to the extent of the related Appraisal Reduction Amount and
Cumulative Appraisal Reduction Amount, respectively, in Reverse Sequential Order to notionally reduce the related Certificate Balances
until the Certificate Balance of each such Class is reduced to zero.


 


As of the first Determination
Date following a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becoming an AB Modified Loan, the Special Servicer
shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most
recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of
the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably
expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information 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 Master Servicer thereof. Upon reasonable prior written request, the Master Servicer shall provide
the


 






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Special
Servicer with information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any
Collateral Deficiency Amount. None of the Master Servicer (with respect to Mortgage Loans other than any Non-Serviced Mortgage
Loan), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Trustee 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 or an Operating Advisor Consultation
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 or Operating Advisor
Consultation 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 Appraisal Reduction Amounts and Cumulative Appraisal
Reduction Amounts.


 


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 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 Special Servicer
(in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced
Mortgage Loan) shall promptly notify the Master Servicer or the Special Servicer, as applicable, and the Master Servicer shall
promptly 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 Master Servicer, the Special Servicer and the Operating Advisor of such event,
including the identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling
Class as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense
of the Trust).


 






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(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 and, with respect to a Serviced Whole Loan, the Other Special Servicer or Other Master Servicer shall have the right upon
the request of similarly situated holders of certificates in the related Other Securitization (such holders an “Other
Appraised-Out Class”), at such Appraised-Out Class’s or such Other Appraised-Out Class’s, as applicable,
sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require the 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”). With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
the Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within thirty (30) days from
receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced
Mortgage Loan, the 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 Special Servicer.


 


(ii)          
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the 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 Special
Servicer (for Mortgage Loans (other than Non-Serviced Mortgage Loans)) 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 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 (in the case of the Special Servicer) any information
received from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Holders of
an Appraised-Out Class 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 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 Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted or (B) the 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


 






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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 Special Servicer shall (1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal
Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify
the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a
prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a
Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, 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 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) 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 Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master
Servicer’s possession or, solely with respect to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer,
the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and ((i) 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) 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 Special Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the
Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder.
Following the Master Servicer’s receipt from the Special Servicer of the calculation of the Appraisal Reduction Amounts,
the 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 Special Servicer or such
other report or reports mutually agreed upon between the Master Servicer and the Certificate Administrator, and the Certificate
Administrator will calculate the Appraisal Reduction Amount and the Cumulative Appraisal Reduction Amount. Such report of the Appraisal
Reduction Amount shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer
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 Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan). If the


 






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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), the 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 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 Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement),
as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior to the occurrence
of such Appraisal Reduction Event. Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in
calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan;
provided that the Special Servicer is not aware of any material change to the related Mortgaged Property having occurred
and affecting the validity of such Appraisal or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine,
calculate, redetermine or recalculate any Appraisal Reduction Amount or any Collateral Deficiency Amount, using reasonable efforts
to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor;
provided that the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of
its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following
the Special Servicer’s reasonable request. 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, 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. 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


 






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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 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 Z Certificates 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 Z Certificates their share of the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code.


 


(b)          
If the Certificate Administrator receives notice that the Class Z Certificates are held through a “middleman”
as defined by the WHFIT Regulations then the Grantor Trust shall be 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 the “middleman” identified in such notice is the only “middleman” 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 notice pursuant to 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


 






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Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder of a
Class Z Certificate, 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 Z Certificate, including the price, amount
of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there
is no secondary market trading of WHFIT interests.


 


(e)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator 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 Master Servicer or the Special Servicer, as the case may be, relating
to the reports being made available pursuant to Sections 3.13(b) and Section 3.13(d), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the
Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced
in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, and
in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced
Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case
of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of time
following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered
to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator 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


 






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and
the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the
Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the
scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception),
(vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or
the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor,
shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder 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 the Master Servicer, the Special Servicer, the Certificate Administrator and
the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of
applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties
of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information,
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact
that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer
the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the
Asset Representations Reviewer 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.


 






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(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the
Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company
name and 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 Master Servicer or the 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 Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the
case of the Master Servicer to the following: AskMidland@Midlandls.com), in each case within a commercially reasonable period of
time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master
Servicer or the Special Servicer, as 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 Master Servicer or the Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the
Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating


 






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Agency
Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the
Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of
its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under 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 QQ 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,


 






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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 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,
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 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
Exhibit A-1 through and including Exhibit 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 Offered Certificates (other than the Class X-A Certificates and Class X-B
Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered


 






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Certificates
(other than any Class X Certificates and other than the Class R Certificates) will be issuable in minimum Denominations of
authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class Z
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 KKR Real Estate Credit Opportunity Partners (AIV)
Aggregator I L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then either:


 


(a)          
Each Class of the Non-Registered Certificates 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


 






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


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association
is hereby 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 Certificate during the Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or
an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)          
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers and the Class R Certificates (the “Non-Book
Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth
as an exhibit hereto, and shall be registered by the Certificate Registrar in the name of such investors or their nominees who
have provided the Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit C,
and the Certificate Registrar shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial
owners or owners. For the avoidance of doubt, the Class Z and Class R Certificates shall only be in the form of Definitive Certificates,
and the Risk Retention Certificates shall be issued in the form of Definitive Certificates at all times during the Transfer Restriction
Period.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the


 






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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 Depositor are unable to locate a qualified successor within ninety (90) days of such notice or (ii) the
Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such
Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances
will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry
Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with
respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive
Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by
such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


(e)          
During the Transfer Restriction Period, the Risk Retention Certificates 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 such Risk
Retention Certificates in safekeeping and shall release the same only upon receipt of written instructions from the holder of the
Risk Retention Certificates and the Retaining Sponsor (subject to Section 5.03(i)) of the termination of the Transfer
Restriction Period or of the Retaining Party’s intent to transfer pursuant to Section 5.03(i), in each case,
and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with
this Agreement. After the release of any Risk Retention Certificate, the Certificate Administrator shall have no liability or obligation
with respect to such Risk Retention Certificate and Retained Interest Safekeeping Account.  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 Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement. 
In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained
Interest Safekeeping Account for each Retaining


 






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Party. 
The Risk Retention Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth
herein. No amounts distributable to the Risk Retention Certificates shall be remitted to the Retained Interest Safekeeping Account,
but shall be remitted directly to each Retaining Party in accordance with written instructions provided separately by each Retaining
Party to the Certificate Administrator.  Under no circumstances by virtue of safekeeping the Risk Retention Certificates
shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of
the Retaining Parties. During the Transfer Restriction Period and for such longer time as the Retaining Parties may request, the
Certificate Administrator shall hold the Risk Retention Certificates in definitive, fully registered form without interest coupons
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


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Third Party Purchaser
substantially in the form of Exhibit SS to this Agreement evidencing its receipt of the Risk Retention Certificates.


 


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 a Risk Retention Certificate shall be subject to Section 5.03(g), Section 5.03(i) and, if applicable,
Section 5.03(n).


 


For the sake of clarity,
after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction of the Holder thereof
in the same manner prescribe herein for other Certificates, subject to Section 5.03(i).


 


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 Risk Retention
Certificates as Definitive Certificates on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the
Master Servicer and the Special Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by


 






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the
Certificate Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive
Certificates) referred to in this Section 5.03.


 


(b)         
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder
of a beneficial interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian
for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry
Certificate for an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its
interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such
Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures from
a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I 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


 






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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 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


 






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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 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.


 






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(g)          
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other
than (a) a Class R Certificate or (b) a Risk Retention Certificate during the Transfer Restriction Period) wishes at any time
to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form
of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M 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 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(c), Section 5.02(d), and subject to the issuance and transfer of the
Risk Retention Certificates 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 Risk Retention Certificates.  At all times during the Transfer Restriction Period, if a Transfer
of any Risk Retention Certificate after the Closing Date is to be made, then the Certificate Registrar shall refuse to register
such transfer unless it receives (and, upon receipt, may conclusively rely upon) each of the following sent to the Certificate
Registrar and with a copy to each of the Retaining Sponsor and counsel at the addresses provided in Section 13.05: (A) a
letter from the Holder of the Risk Retention Certificate instructing the Certificate Registrar of its intention to release the
Risk Retention Certificate from the Retained


 






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Interest
Safekeeping Account and to transfer such Retained Interest Certificate, (B) 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, (C) 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, (D)
if such Risk Retention Certificate will be in the possession of the Certificate Administrator after such transfer, a completed
W-9 of the prospective transferee and (E) contact information and wiring instructions for the prospective transferee.  Upon
receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a),
facilitate the transfer of the Risk Retention Certificate and reflect such Risk Retention Certificate in the name of the prospective
Transferee and shall deliver written confirmation to the prospective Transferee with a copy via email to each of the Retaining
Sponsor, the Depositor, the Transferor and counsel, of such transfer and the safekeeping of such Risk Retention Certificate substantially
in the form of Exhibit SS to this Agreement evidencing that such Risk Retention Certificate is registered in the name of
the prospective Transferee. After the termination of the Transfer Restriction Period, if a transfer of the Risk Retention Certificates
is to be made, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt may
conclusively rely upon) each of the following: (A) a certification from such Certificateholder’s prospective transferee
substantially in the form attached hereto as Exhibit D-3 and (B) a certification from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit D-4. For the avoidance of doubt, in no event
shall a Risk Retention Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer
Restriction Period, the Risk Retention Certificates may be transferred subject to the restrictions on transfer set forth in this
Article V. Any transfer of an interest in the Risk Retention Certificates that is not in compliance with this Section 5.03
shall be null and void ab initio to the extent permitted under applicable law.


 


In the event the Third
Party Purchaser or AIV seeks to cause the release or transfer of any Risk Retention Certificates from the Retained Interest Safekeeping
Account, the Third Party Purchaser or AIV, as applicable, shall simultaneously deliver to the Certificate Administrator, the Retaining
Sponsor and the Depositor (i) a written request for such release or transfer and (ii) a written request for the Retaining Sponsor’s
consent to such release or transfer substantially in the form attached hereto as Exhibit D-5. The Certificate Administrator
may not consent to, or otherwise permit, any such release or transfer without obtaining the Retaining Sponsor’s countersigned
request for consent; provided that if the Retaining Sponsor fails to respond (which response, for the avoidance of doubt,
may include an acknowledgement of such request) in writing to the Third Party Purchaser or AIV, as applicable, within 10 Business
Days after the Retaining Sponsor’s receipt of any such written request for the Retaining Sponsor’s consent, such release
or transfer will be deemed to have been approved by the Retaining Sponsor. With respect to a release, upon the release of such
Risk Retention Certificates from the Retained Interest Safekeeping Account, the Certificate Administrator’ obligations with
respect thereto shall cease and terminate and the Certificate Administrator shall be released therefrom. The Certificate Administrator
shall be indemnified and held harmless for any release in connection with the preceding, in accordance with the terms set forth
in Section 8.05.


 






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(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, the Retaining Sponsor) 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) or other plan subject to any federal, state or local law (“Similar Law”) which
is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a
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) or using the assets of any Plan to purchase Certificates, 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 a Plan subject to Similar Law purchasing under circumstances that would not
constitute or 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 of Counsel in form and substance satisfactory to
the Trustee,


 






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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 Servicer, the Special Servicer, 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, the Master Servicer,
the Special Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Certificate Registrar, 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.


 


Each purchaser of a Certificate
or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”)
or is acting on behalf of an ERISA Plan will be deemed to have represented and warranted that (i) none of the Depositor, the Initial
Purchasers, the Underwriters, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer, the Special Servicer or any of their respective affiliated entities, has provided any investment advice within
the meaning of Section 3(21) of ERISA (and applicable regulations) to the Plan or the fiduciary making the investment decision
for the Plan in connection with the Plan’s acquisition of Certificates, and (ii) the Plan fiduciary making the decision to
acquire the Certificates is exercising its own independent judgment in evaluating the investment in the Certificates.


 


(o)          
No Class Z or Class R 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 Z or Class R Certificate. Each prospective
transferee of a Class Z or Class R 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 Z or Class R 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.


 






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Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)          
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid 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(o) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in
its Transferee Affidavit are false.


 






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(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 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.


 


(p)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)         
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.


 


(r)          
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


 






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to
any resale or distribution of such Non-Registered Certificate other than in accordance with the restrictions set forth in this
Section 5.03, 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 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 an Investment Representation Letter substantially in the form of Exhibit C certifying that the transfer complies
with such restrictions, as described in this Section 5.03.


 


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


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if


 






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originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee 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 Servicer, the Special Servicer, 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 the 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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


 


(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 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


 






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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 medallion stamp guaranteed letter
from a broker-dealer stating that the Certificateholder or Certificate Owner is the beneficial owner of a Certificate 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 thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 






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(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 Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
[RESERVED].


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates


 






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shall
be calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the
vote. Only Classes with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted
to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or
retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the
vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its
vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition
subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class
of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such
Certificate.


 


(c)          
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)          
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 






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Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee,
for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, 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 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


 






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will
not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


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


 


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


 


(viii)      
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


(ix)        
To the actual knowledge of the Master Servicer, the Master Servicer is not Risk Retention Affiliated with the Third Party
Purchaser.


 


(b)        
The Special Servicer, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)          
The Special Servicer is a national banking association duly organized, validly existing and in good standing under the laws
of the United States and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent
necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,


 






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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 the 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 either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


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


 


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


 






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materially
adverse effect on the ability of the Special Servicer to perform its obligations hereunder.


 


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


 


(i)           
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of 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;


 






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(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;


 


(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; and


 


(ix)         
The Operating Advisor is an Eligible Operating Advisor.


 


(d)         
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)           
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of 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


 






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Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


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


 


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


 


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


 


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


 


(viii)       
No consent, approval, authorization or order of 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 


 






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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 that materially and adversely affects
the interests of 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 Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to 6.03(b) below, each of the Depositor, the Master Servicer
and the Special Servicer 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 Servicer, the Special Servicer, 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, or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to
acting as a trust advisor or operating advisor for commercial mortgage securitizations and, in the case of the Asset Representations
Reviewer, may be limited to all or substantially all of its assets related to acting as an asset representations reviewer for commercial
mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the
foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of
any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case
may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession,
Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates


 






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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
the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer
or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the 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 the Master
Servicer, the 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 the Master Servicer, the 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 the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of
its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special
Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and
continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such
merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the
date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the
Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the
Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the
case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such
consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the
conditions set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth
in Section 7.01.


 


(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


 






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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 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 Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any
of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the
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 obligations or duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder,
member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent,
if applicable), the 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 Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member, manager, employee or agent of any of
the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses 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 (including any costs of enforcement of its indemnity), 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


 






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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 for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from
acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party or parties and each of
them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or Opinion of Counsel.


 


(b)         
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
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 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


 






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Servicer
(including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations Reviewer
and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the
Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer),
the Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member,
manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer,
as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the
Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case
may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


 


Each of the Master Servicer
and the Special Servicer 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 the Master Servicer or 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 of any obligation it has set forth in Sections 3.13(e),
(h) and (j).


 


(d)         
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate


 






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Administrator),
the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member,
manager employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.
The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the
case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee
or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)          
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable) or the 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.


 






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(f)          
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


 


(g)         
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)         
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with


 






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respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its
capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)           
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced
Operating Advisor (if any), Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor, Non-Serviced Certificate Administrator,
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 Whole Loan and the related
Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Whole Loan) under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the 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, the Master Servicer or the 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 the Master
Servicer or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer
or the 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 the Master Servicer and the 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).


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except


 






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upon
(a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in
the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a
successor (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 the Master Servicer or the Special Servicer pursuant
to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder.
Unless applicable law requires the resignation of the Master Servicer or the 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 the Master
Servicer or the 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 the Master Servicer’s or the Special Servicer’s, as
applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master
Servicer or the Special Servicer 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 the Master Servicer or the Special
Servicer, pursuant to this Section 6.05, the Master Servicer or the 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 the Master Servicer or
the Special Servicer have the right to appoint any successor master servicer or special servicer if the Master Servicer or Special
Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to


 






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supervise
the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08       
The Directing Certificateholder. (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 Special Servicer with respect to all Specially Serviced Loans (other
than any applicable Excluded Loan), (2) the Special Servicer with respect to Non-Specially Serviced Loans (other than
any applicable Excluded Loan) as to all Special Servicer Major Decisions, and (3) the Master Servicer with respect to Non-Specially
Serviced Loans (other than any Excluded Loan) as to all Master Servicer Major Decisions. Notwithstanding, anything herein to the
contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section 6.08, with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan) or any Serviced Whole
Loan, for so long as no Control Termination Event has occurred and is continuing, neither the Master Servicer or the Special Servicer
shall be permitted to take any of the 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 (xviii)
of the definition of “Major Decision” below) after receipt of the related Major Decision Reporting Package (provided
that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such
ten (10) Business Day (or thirty (30) day) 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 such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;


 


(ii)          
any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master
Servicer or the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement)) or material non-monetary term
(including, without limitation the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of Penalty
Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole
Loan;


 


(iii)         
any sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO Property (other
than in connection with the termination of the Trust) for less than the applicable Purchase Price;


 






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(iv)         
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous
Materials located at an REO Property;


 


(v)          
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole
Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise
required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


 


(vi)         
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage
Loan or Serviced Whole Loan, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged
Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement,
right of way or similar agreement;


 


(vii)        
releases of amounts from any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan or a Serviced Whole
Loan and for which there is no lender discretion;


 


(viii)       
any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor
or releasing a Mortgagor or guarantor from liability under a 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)         
following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of the
Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings or other
exercise of remedies under the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


 


(x)          
approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements
or other similar agreements with respect to any lease that (a) involves a ground lease or lease of an outparcel or affects an area
greater than or equal to the lesser of (1) 20,000 square feet or (2) 20% of the net rentable area of the related Mortgaged Property,
(b) involves a tenant or space specifically identified by name or space location in the related Mortgage Loan documents as requiring
the consent of the lender for the associated activity or (c) such transaction is not a routine leasing matter for a customary lease
of space for parking office retail, warehouse, industrial and/or manufacturing purposes;


 


(xi)         
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor;


 






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(xii)        
any consent to incurrence of mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiii)       
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;


 


(xiv)       
other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements
(other than immaterial timing waivers including late financial statements which in no event relieve any Mortgagor of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(xv)        
any approval of or consent to a grant of an easement or right of way that materially affects 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
or subordination of the lien of the Mortgage Loan to such easement or right of way;


 


(xvi)       
any property management company changes or franchise changes to the extent the lender is required to consent or approve
under the Mortgage Loan documents;


 


(xvii)      
any modification, waiver or amendment of a Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder or holder of a Pari Passu Companion Loan related to a Mortgage Loan or Serviced Whole Loan, or
an action to enforce rights with respect thereto;


 


(xviii)     
any determination of an Acceptable Insurance Default;


 


(xix)       
any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type,
nature or amount of insurance coverage required to be obtained and maintained by the related borrower;


 


(xx)        
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each
case, to the extent the lender has discretion under the related Mortgage Loan documents; and


 


(xxi)       
approving annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments
to entities actually known by the Master Servicer to be affiliates of the related borrower (excluding affiliated managers paid
at fee rates agreed to at the origination of the related Mortgage Loan or Serviced Whole Loan);


 


provided, however, that,
in the event that the Special Servicer or the Master Servicer (in the event the Master Servicer is otherwise authorized by this
Agreement to take such action), as applicable, determines that immediate action with respect to the foregoing matters, or any other
matter requiring consent of the Directing Certificateholder prior to the occurrence and


 






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continuance of a Control Termination Event
in this Agreement (or any matter requiring consultation with the Directing Certificateholder 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 Special Servicer or Master Servicer may take any such action without waiting for
the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder or the Operating
Advisor, as the case may be); provided that the Special Servicer or Master Servicer, as applicable provides the Directing
Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. Notwithstanding the foregoing, with respect to a Serviced AB Whole Loan, prior to the
occurrence and continuance of an AB Control Appraisal Period, the Directing Certificateholder shall not be entitled to exercise
the rights described in this Section 6.08 with respect to any Major Decision and the Master Servicer or the Special
Servicer, as applicable, shall obtain the prior consent of the AB Whole Loan Controlling Holder to the extent required by the terms
of the related AB Intercreditor Agreement. However, with respect to a Serviced AB Whole Loan, if the Master Servicer or the Special
Servicer, as applicable, determines immediate action is necessary to protect the interests of the Certifcateholders and the holders
of any related Serviced Companion Loan, or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Master Servicer or the Special Servicer, as applicable, may take actions with respect to such Mortgaged Property
before obtaining the consent of the AB Whole Loan Controlling Holder or the Directing Certificateholder, as applicable, if the
Master Servicer or the Special Servicer, as applicable, reasonably determines in accordance with the Servicing Standard that failure
to take such actions prior to such consent would materially and adversely affect the interest of the Certificateholders and the
holders of any related Serviced Companion Loan, as a collective whole and the Master Servicer or the Special Servicer, as applicable,
has made a reasonable effort to contact the Directing Certificateholder. Neither the Master Servicer nor the Special Servicer is
required to obtain the consent of the Directing Certificateholder for any of the foregoing actions after the occurrence and during
the continuance of a Control Termination Event; provided, however, with respect to any Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan, if a Control Termination Event has occurred and is continuing,
but for so long as no Consultation Termination Event has occurred, the Master Servicer or the Special Servicer will not be required
to obtain the consent of the Directing Certificateholder with respect to any of the Major Decisions or Asset Status Reports, but
will be required to consult with the Directing Certificateholder in connection with any Major Decision that it is processing or,
in the case of the Special Servicer, any Asset Status Report (or any other matter for which the consent of the Directing Certificateholder
would have been required or for which the Directing Certificateholder would have the right to direct the Master Servicer or the
Special Servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended
by the Directing Certificateholder in respect of such Major Decision or Asset Status Report (or such other matter). Such consultation
will not be binding on the Master Servicer or the Special Servicer. In the event the Master Servicer or the Special Servicer receives
no response from the Directing Certificateholder within ten (10) Business Days (or, with respect to clause (xviii) of the
definition of “Major Decision”, thirty (30) days) following the Master Servicer’s or the Special Servicer’s
written request for input (which request is required to


 






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include the related Major Decision Reporting Package) on any required consultation,
the Master Servicer or the Special Servicer, as applicable will not be obligated to consult with the Directing Certificateholder
on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not
relieve the Master Servicer or the Special Servicer, as applicable, from consulting with the Directing Certificateholder on any
future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


 


Subject to the terms
and conditions of this Section 6.08(a), including, without limitation, the first proviso set forth at the conclusion
of the immediately preceding paragraph, (a) the Special Servicer shall process all requests for any matter that constitutes a Major
Decision with respect to any Specially Serviced Loan (except for clause (xviii) of the definition of “Major Decision”
which will be processed by the Master Servicer), (b) the Special Servicer shall process all requests for any matter that constitutes
a Special Servicer Major Decision with respect to any Non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) unless
the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such request in accordance
with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s
consent, (c) the Master Servicer shall process all requests for any matter that constitutes a Master Servicer Major Decision with
respect to any Non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and with respect to Specially Serviced Loans
solely with respect to clause (xviii) of the definition of “Major Decision” and (d) the master servicer shall
process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any non-Specially Serviced
Loan (other than a Non-Serviced Mortgage Loan) if the Master Servicer and the Special Servicer have mutually agreed to have the
Master Servicer process such request in accordance with the terms and conditions reasonably agreed to by the Master Servicer and
Special Servicer, including the Special Servicer’s consent. Upon receiving a request for any matter that constitutes a Special
Servicer Major Decision, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer will process such request in accordance with the terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent, the Special Servicer
will be required to process such request and the Master Servicer will have no further obligation with respect to such request or
the related Special Servicer Major Decision.


 


With respect to any Mortgagor
request or other action on Non-Specially Serviced Loans that is not a Special Servicer Non-Major Decision or a Major Decision,
the Master Servicer shall not be required to obtain the consent of or consult with the Special Servicer, any Directing Certificateholder
or the Operating Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, 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 Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing 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 first paragraph of this Section 6.08(a) or this paragraph,
may require or cause the Master


 






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Servicer
or 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 the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, 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 the Master Servicer or the Special Servicer, as applicable, hereunder or cause the
Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of
the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder, would cause the Special Servicer or the Master Servicer, as applicable, to violate
the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder
and the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor.
The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction
of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


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 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, that the Directing
Certificateholder does not have any duties or


 






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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.


 


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 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), the Directing Certificateholder (other than the
Loan-Specific 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 shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, the Special Servicer and any
other applicable party shall consult with the Directing Certificateholder (on a non-binding basis) (other than with respect to
any Excluded Loan) to the extent set forth herein in connection with any action to be taken or refrained from taking 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), the Directing Certificateholder (other than the 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.


 






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Prior to the occurrence
and continuance of an Operating Advisor Consultation Event, the Master Servicer or the Special Servicer, as applicable, will be
required to provide each Major Decision Reporting Package to the Operating Advisor promptly after the Master Servicer or the Special
Servicer, as applicable, receives the Directing Certificateholder’s approval or deemed approval of such Major Decision Reporting
Package; provided, however, that with respect to any Non-Specially Serviced Loan no Major Decision Reporting Package shall
be required to be delivered prior to the occurrence and continuance of an Operating Advisor Consultation Event. After the occurrence
and during the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing),
the Master Servicer or the Special Servicer, as applicable, shall provide each Major Decision Reporting Package to the Operating
Advisor simultaneously with the Master Servicer’s or the Special Servicer’s written request, as applicable, for the
Operating Advisor’s input regarding the related Major Decision (which written request and Major Decision Reporting Package
may be delivered in one notice), as set forth under Section 6.08. With respect to any particular Major Decision and/or
related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Master Servicer or the Special
Servicer to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, shall make available to the Operating
Advisor a servicing officer with the relevant knowledge regarding the Mortgage Loan and such Major Decision and/or Asset Status
Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major
Decision and/or Asset Status Report.


 


In addition, if an Operating
Advisor Consultation Event has occurred and is continuing, the Special Servicer will also be required to consult with the Operating
Advisor in connection with any proposed Major Decision that it is processing (and any other actions which otherwise require consultation
with the Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided
that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating
Advisor within ten (10) Business Days following the later of (i) its written request for input (which initial request is required
to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor that is in possession of the Master Servicer or the Special Servicer,
as applicable, related to the subject matter of such consultation, the 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 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 applicable Excluded Loan related to the Directing Certificateholder (regardless of whether an Operating Advisor
Consultation Event has occurred and is continuing), the Master Servicer, the Special Servicer or the related Excluded Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 






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In connection with the
Directing Certificateholder’s or Operating Advisor’s right to consent or consult with respect to a Major Decision,
as applicable, if the Master Servicer or the Special Servicer determines that action is necessary to protect a Mortgaged Property
or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any such action
at such time would be inconsistent with Servicing Standard, the Master Servicer or the Special Servicer may take actions with respect
to such Mortgaged Property before the expiration of the applicable period for the Operating Advisor or Directing Certificateholder
to respond as described in this section, if the Master Servicer or the Special Servicer reasonably determines in accordance with
Servicing Standard that failure to take such actions before the expiration of such period would materially adversely affect the
interest of the Certificateholders, and the Master Servicer or the Special Servicer has made a reasonable effort to contact the
Operating Advisor or the Directing Certificateholder, as applicable.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent
rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


Section 6.09     
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells
Fargo Bank, National Association acting in any particular capacity hereunder 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.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01     
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)  “Servicer
Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the
case may be, any one of the following events:


 


(i)          
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the 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 the Master Servicer to deposit into, or remit to the Certificate Administrator
for


 






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deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date;


 


(ii)           
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement;


 


(iii)          
any failure on the part of the Master Servicer or the 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 the Master Servicer’s or the Special Servicer’s obligations, as the case may
be, contemplated by Article XI, (B) fifteen (15) days in the case of the 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 the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates 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 the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such
cure, such period will be extended an additional thirty (30) days; provided, further, however, that such extended
period will not apply to the obligations regarding Exchange Act reporting;


 


(iv)          
any breach on the part of the Master Servicer or the Special Servicer, 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 the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the
Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates 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 the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days;


 






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(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, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer
or the 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;


 


(vi)         
the Master Servicer or the 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 the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property;


 


(vii)         
the Master Servicer or the 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;


 


(viii)       
either of Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating
Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced
Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu
Companion Loan Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and
such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s
or KBRA, as applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency) within
sixty (60) days of such rating action) and, in the case of either of clauses (A) or (B), publicly citing
servicing concerns with such Master Servicer or such Special Servicer, as applicable, as the sole or a material factor in such
rating action; or


 


(ix)          
the Master Servicer or the 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.


 


(b)           
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) 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 the Directing Certificateholder (solely with respect to the Special Servicer and only (i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan)
or the Holders of Certificates entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor
may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as the case may be, upon five


 






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(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 the Master Servicer or the Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.
The Master Servicer and the Special Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special
Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of
the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11
and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the
Trustee for administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer
to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if
it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant
to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of
the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members,
employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


 


(c)          
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (a)(ix), the 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 the Master Servicer can sell its rights to service the Mortgage
Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as the Master
Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified
successor master servicer to


 






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assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the 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 Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the
related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade,
withdrawal or qualification of the 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).


 


(d)          
Subject to the rights of the holder of a related AB Subordinate Companion Loan 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, the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d);
provided that, with respect to the 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 Special Servicer’s
rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms
of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than
with respect to any Excluded Loan) shall appoint a successor special servicer; provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency
Confirmation and, 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 the Special Servicer
shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and


 






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any
other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation
of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement
Special Servicer shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that
such replacement may not be the removed Special Servicer or its Affiliate.


 


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 Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance
Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction
to assume the duties of the 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 the 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, and conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative
votes shall 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. 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 Special Servicer
under this Agreement and appoint the successor special servicer to assume the duties of the 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 such Special Servicer shall not apply to any Serviced AB Whole Loan
for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period or to any Servicing
Shift Whole Loan.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the 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 the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement
from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption
agreement reasonably satisfactory to the Trustee; and (C) the Trustee


 






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shall
have received an opinion of counsel reasonably satisfactory to the Trustee 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.


 


Each holder of a Servicing
Shift Lead Note shall have the right, to the extent provided under the related Intercreditor Agreement, to replace the Special
Servicer solely with respect to the related Servicing Shift Whole Loan, as applicable, 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 the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under
this Agreement from and after the date it becomes the Special Servicer as they relate to the related Servicing Shift Whole Loan,
pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion
of counsel reasonably satisfactory to the Trustee 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
the related Servicing Shift 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 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 the Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the Operating
Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its duties
as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the
Special Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W
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


 






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(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 the 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 concurrently
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 a quorum of Certificateholders (which, for this purpose, is the
Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Cumulative
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 (B) consist
of at least three Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other) (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 the 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 the 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 the affirmative vote of at least a majority of the quorum described
in clause (i) of the preceding sentence within 180 days of after the notice is posted to the Certificate Administrator’s
Website, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement and to act as the 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. For the sake of clarity, the recommendation of replacement of the Special Servicer
by the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not
be the removed Special Servicer or its Affiliate.


 


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


 






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the
Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to the 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 the 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
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the 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, the 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, 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
or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within 30 days
of notice of such 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 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


 






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each
NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the
related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer
delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator,
the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its
role as Excluded Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the 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 Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer will 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 Master Servicer, a related Excluded Special Servicer, or the 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 Master Servicer, the related Excluded Special Servicer or the 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 the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to clause (a) 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 the Master Servicer
or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be
subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits,
responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of the Master Servicer or 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


 






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information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer
or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which that Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and
subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing
Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded
the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding
anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master
servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding
the above, the Trustee may, if it shall be unwilling to act as successor to 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 the Special Servicer) ((i) prior to the occurrence and continuance of
a Control Termination Event and (ii) other than with respect to any Excluded Loan) 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 the Master Servicer or the Special Servicer hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) 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), (iii) such appointment (solely with respect to the Special Servicer) has been approved (prior
to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan) by the Directing
Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate


 






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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. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless
the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection
with such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the 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 the 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 the Master Servicer or the Special Servicer pursuant to
this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03     
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 






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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 the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(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 the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by the Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 






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Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event 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, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)          
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator 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 opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(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 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


 






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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 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;


 






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(viii)        
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


 


(ix)          
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)           
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)          
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)          
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each of the 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 Sections 
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 Collection Account or any other account by or on behalf of the
Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The
Trustee and the Certificate Administrator shall not be responsible for and may rely upon the accuracy or


 






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content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the
Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant
to this Agreement.


 


Section 8.04     
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05     
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of 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 (1) 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 Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability, damages, claims or
unanticipated 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 Master Servicer or the Special
Servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the
Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers, rights and
duties of the Trustee or the Certificate Administrator, respectively (including in any


 






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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.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Issuing Entity or any other party to
this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses
are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement
of such indemnity.


 


(c)          
The Certificate Administrator shall indemnify and hold harmless the Depositor and the 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 or any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a
breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the
Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its obligations
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in
its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
available information to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement.


 


Section 8.06     
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during


 






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any
period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may
be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an
institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch
and, if rated by KBRA, “A” by KBRA; 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 “Baa2”
by Moody’s and “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than
“P-2” from Moody’s and “F1” by Fitch and (c) the Master Servicer maintains a long-term unsecured
rating of at least “A2” by Moody’s and “A+” by Fitch; provided that nothing in this clause
(c) shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if any
such institution is not rated by KBRA, such institution maintains an equivalent (or higher) rating by any two other NRSROs (which
may include Moody’s 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,
the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which
shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the 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 the Master Servicer, the 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 resigning Trustee or
Certificate


 






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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 the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail 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 the Master Servicer, the 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 the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator 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


 






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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 UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 or in blank,
and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were
assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then
subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a
Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of UBS Commercial Mortgage Trust 2018-C13, Commercial
Mortgage Pass-Through Certificates, Series 2018-C13 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or
the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been


 






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made
or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)          
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08     
Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which
Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)          
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)          
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09    
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such


 






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event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10      Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located, the Master Servicer and the Trustee acting jointly 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 Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within
fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event 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 the Master Servicer or
the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)          
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(viii)        
To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.13     
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided
to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
the Master Servicer and the Special Servicer, 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 Servicer or the Special Servicer, as applicable.


 


Section 8.14     
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)         
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate


 






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Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder; and


 


(viii)          
To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.15     
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01     
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price
of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted
by an Independent MAI-designated appraiser selected by the


 






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Special
Servicer and approved by the Master Servicer and the Controlling Class), (3) the reasonable out-of-pocket expenses
of the Master Servicer and the Special Servicer with respect to such termination, unless the Master Servicer or the Special Servicer,
as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan
and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance with clauses (2)
and (3) above, minus (b) solely in the case where the Master Servicer is exercising such purchase right,
the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect
of such Advances in accordance with Section 3.03(d) and Section 4.03(d) and any unpaid Servicing Fees,
remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to
the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, 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 Z and Class R Certificates)
for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, 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 Z and Class R Certificates)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii)
of the first paragraph of this Section 9.01(a) 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 Z and Class R Certificates) for all of the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than
the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account
an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be
withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a)
or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such
amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts required
to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance
Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account
pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan
is secured by REO Property, the portion of the above-described purchase price allocable to such Trust’s


 






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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 R Certificates) on the applicable Distribution
Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to
the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


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


 


The Holder of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order
of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the
Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal 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. This purchase shall terminate the Trust and retire the then-outstanding
Certificates. In the event that the Master Servicer or the 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 Master Servicer, the 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). In addition, the Master Servicer shall transfer to the Lower-Tier
REMIC Distribution Account all amounts


 






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required
to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph of Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon
confirmation that such final deposits and payments have been made, the Custodian shall release or cause to be released to the
Master Servicer, the Special Servicer, the 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 Master Servicer, the 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.


 


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, then the Master Servicer and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) 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 fifteenth (15th) day and not
later than the twenty-fifth (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 Holders of the
Excess Interest Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, and (iii) any
remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR
Interest, as


 






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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(c), 4.01(e) and 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;


 


(ii)           
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)          
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be
made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such
election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of
the calendar year in which the 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


 






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of
the Regular Certificates shall be designated the “regular interests,” and the Class UR Interest shall be designated
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 Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(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.


 


(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 Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The 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 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.


 


(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,
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


 






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REMICs
created hereunder. The Certificate Administrator shall prepare, and the Trustee shall sign, the Form 8811.


 


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


 






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sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC
(but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than
as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized
to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited transaction”
under Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that
is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited
transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income from foreclosure
property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator
shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as applicable)
and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) 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) to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer shall be responsible for any taxes imposed on any Trust 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 860G(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.


 






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(l)           
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account
or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as 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 Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)          
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or


 






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the
Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate
Administrator in performing the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause
any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator
shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable
to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or of
any State and be subject to supervision or examination by federal or state authorities. In the absence of any other Person appointed
in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance
with the terms hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)          
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)          
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 






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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 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 UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13,
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with
the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of
any Other Securitization 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 Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian,
the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing
of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related
Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement 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 the Master Servicer and the Special
Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant or a servicer as contemplated
by


 






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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 Master Servicer and the Special Servicer, such Sub Servicer or Certificate Administrator may be merged or consolidated,
or (ii) which may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer
or Certificate Administrator, the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator
shall provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor,
as applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such
shorter period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other
Certificate Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor, 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 Servicer, the Special Servicer, 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 Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, 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


 






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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 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)          
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer
and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to
Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause
such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          
Any 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.


 






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Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing
thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System
(“EDGAR”)) such Forms executed by the Depositor.


 


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 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form
ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
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 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the


 






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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 AA to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA 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 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 and XML electronic 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 AA shall be reported by the Special Servicer to the Master Servicer within four (4) calendar
days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit AA hereto
shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit DD (except with respect to the reporting of REO Account balances which shall be delivered in the form of
Exhibit LL 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 AA 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, (iii) to the extent such information is provided to the Certificate Administrator
by the Master Servicer in the form of Exhibit LL 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 Special
Servicer within the time period specified in this Section 11.04) and the Collection


 






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Account
as of the related Distribution Date and as of the immediately preceding Distribution Date, (iv) the balances of the Distribution
Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date
and as of the immediately preceding Distribution Date and (v) incorporate the most recent Form ABS-EE filing by reference (which
such Form ABS-EE shall be filed prior to the filing of the applicable report on Form 10-D). 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 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 fifth (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 Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit JJ (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 Forms 10-D
and ABS-EE for each reporting period: Name: Nicholas Galeone, Telephone: (212) 713-8832. 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


 






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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 Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of
the Forms 10-D and ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution
Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business
Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form
ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the
Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed
copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act under
the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of
attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator
shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(d),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the
filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator 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 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor can
be contacted at UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas, New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business
Solutions LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel.
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 and Form ABS-EE, as applicable, is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 11.04(b). 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 or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE,
respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)          
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the


 






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Trust
any Form ABS-EE in form and substance as required by the Exchange Act and the rules and regulations of the Commission thereunder;
provided that the foregoing shall not apply to any Form ABS-EE required to be filed with the Commission and incorporated by reference
in either the preliminary Prospectus or the final Prospectus. The Certificate Administrator shall file each Form ABS-EE with a
copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 3.12(d)
as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect
to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file such Schedule AL Additional
File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator 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 are to be directed to Midland Loan Services, a Division of PNC Bank, National
Association at the email address provided with the submission of such CREFC® Schedule AL File and Schedule AL Additional
File (or such other email address or phone number provided to the Certificate Administrator and Depositor by written notice from
the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that
the Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or 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 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 related 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 UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas,


 






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New York,
New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. 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: Nicholas Galeone, Telephone: (212) 713-8832. 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.


 


(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 Servicer, the Special Servicer, 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 Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or Trustee, as described under Section 11.10; and


 






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(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 Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


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


 


(iv)        
a certification in the form 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 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-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 BB
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 BB 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 BB hereto shall include with such Additional Form 10-K Disclosure, an


 






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Additional
Disclosure Notification in the form attached hereto as Exhibit DD 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 BB 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 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 UBS Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas,
New York, New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS
Business Solutions LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive
Director & Counsel. 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)


 






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needed
to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


(c)          
Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)          
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also
be provided to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates
to a Serviced Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan)
in the same time frame as set forth in this Section 11.05.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as
the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the 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 Master Servicer or the 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 the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing
Function Participant to provide, to 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 Y-1,
Y-2, Y-3, Y-4, Y-5, Y-6 or Y-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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the
Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the
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 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


 






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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 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


 






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Trust
any Form 8-K, as required by the Exchange Act and shall provide notice thereof to the Depositor, 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 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 Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As set forth on Exhibit CC
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 second (2nd) Business Day after the occurrence of a Reportable Event (i) the parties set forth
on Exhibit CC 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 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 CC hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit DD 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 CC 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 twenty-four (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 third (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 UBS
Commercial Mortgage Securitization Corp., 1285 Avenue of the Americas,


 






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New York,
New York 10019, Attention: Nicholas Galeone, (212) 713-8832, nicholas.galeone@ubs.com, with a copy to UBS Business Solutions
LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Chad Eisenberger, Executive Director & Counsel. 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 Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the second (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.


 


The Depositor shall
notify the Certificate Administrator by electronic mail to cts.sec.notifications@wellsfargo.com, no later than two (2) Business
Days after the filing of any Form 8-K/A that attaches this Agreement, and shall provide in such notice an electronic link to such
filing. The Certificate Administrator shall post a copy of such notice to the Certificate Administrator’s Website, and the
Depositor thereafter shall furnish such notice to the parties to this Agreement, each Serviced Companion Noteholder, each Other
Depositor and each Other Certificate Administrator.







 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare


 






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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, 10-K, ABS-EE and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under
this Article XI shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
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 GG (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


 






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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 GG. Promptly
after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional
Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the
fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under
this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during
the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required
to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery
of any such statement until April 15 in any given year 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 the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


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


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year, commencing in March 2019, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee 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 the Master Servicer, Special Servicer,


 






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Trustee,
Operating Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable
efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor),
and the 17g-5 Information Provider, a report substantially in the form of Exhibit HH or such other form provided
by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in
form and substance similar to the form attached hereto as Exhibit HH. 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 Z 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 Z and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year 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 Z hereto.


 






     -417-


     


    

 


(b)         
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)          
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit FF, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will
be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to
Section 11.10(a), the Master Servicer, the Special Servicer, 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
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by the 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 Servicer, the Special Servicer, 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, Consultation Termination Event or Operating Advisor Consultation 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


 






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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 Servicer, the Special Servicer, 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 the Master Servicer, Special
Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to
Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second (2nd)
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 the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate


 






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Administrator
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s,
the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable Servicing Function
Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the
Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section 11.11
relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any
exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian 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.


 


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 Servicer, the Special Servicer, 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 the Master Servicer,
the 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 the Master Servicer, the 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 Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the 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


 






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performance
of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing
Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the 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”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the 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 the Master Servicer, the 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


 






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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 Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, or 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the 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 the Master Servicer, the 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


 






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same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and
11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any
Serviced Companion Loan Securities, without a confirmation of the 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).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via 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 Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced
Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage
Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(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,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (i) 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 Master
Servicer (where such


 






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information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this 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 Master Servicer or the Special Servicer, Trustee and Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
offering 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 Master Servicer or the 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 Master Servicer or the Special Servicer in connection with
the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed
in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above
and/or elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided
reasonable advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and
(b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including
reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion
of counsel or indemnification agreement.


 


(b)          
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to (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 or special servicer for any Regulation
AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation
AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide
to such depositor, trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling
and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for such Regulation
AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary
for the


 






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depositor,
trustee, certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion
Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
(and the 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, the Master Servicer and the Special Servicer shall cooperate with such parties
in respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for
such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting
and attestation requirements imposed on such party in Article XI 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 Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to (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, the Master Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
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 commencing in March 2019 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 Servicer and the Special Servicer
shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function
Participant appointed with respect to a Serviced Securitized Companion Loan





 






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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 pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI 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 commencing in March 2019 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 Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the depositor, trustee and 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 Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
attestation requirements imposed on such party in Article XI 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 Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer


 






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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
Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself
and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be
provided by the Master Servicer or the 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 Master Servicer or the Special Servicer, as the case may be,
no later than two (2) Business Days prior to the date on which the Master Servicer or the 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 Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer, as the case may be, is in
receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the
fourth (4th) 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
Master Servicer or the Special Servicer, as the case may be, 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 Master Servicer (or by the Special Servicer and provided to the Master Servicer solely in the case
of any related Specially Serviced Loan or Serviced REO Property) 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 by the Special Servicer
and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property).


 






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If the Master Servicer
or the Special Servicer, as the case may be, 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) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as the case may be, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Serviced Companion Loan (and shall cause each applicable Sub-Servicing Agreement entered into after receipt
of written notice from the Other Depositor that such Serviced 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 Master Servicer (in the case of Non-Specially
Serviced Loans) or the 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 Master Servicer (with
respect to Non-Specially Serviced Loans) and the 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
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 Special Servicer shall provide such Officer’s Certificate to the Master Servicer and the Master Servicer
shall forward such Officer’s Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other
Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office,
as specified in the related Other Pooling and Servicing Agreement.


 


(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 Servicer nor the Special Servicer 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


 






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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 delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (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 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 sixty (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 Master
Servicer or the 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 RR
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90)
days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a


 






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vote
to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to all 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 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 QQ (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 one hundred fifty (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 one hundred fifty (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 one hundred fifty (150) days after
the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review
Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except
as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate
Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account.
The Certificate Administrator 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 for all Mortgage Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans)
and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans), in each case to the extent
in such party’s possession, shall promptly, but in no event later than ten (10) Business Days, provide the following materials
in electronic format 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;


 






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(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)       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 Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request
that the Master Servicer or the 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 Master Servicer or the 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 is 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 information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents
or privileged or internal communications.


 






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(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 PP
(each such procedure, a “Test”); provided, however, that the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials 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. In the event that the Asset Representations Reviewer
determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the
Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the Master Servicer’s or the Special
Servicer’s possession within ten (10)


 






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Business Days following the request by the Asset Representations Reviewer to the Master
Servicer, the 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 Master Servicer (only with respect to Non-Specially Serviced Loans), the
Special Servicer and the related Mortgage Loan Seller. The Special Servicer, if applicable, may review such preliminary report
and determine whether any information contained in such preliminary report shall be labeled as “Privileged Information”
and thus be excluded from the Asset Review Report and Asset Review Report Summary. 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, 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 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 each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 






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(ix)         
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
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 forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer or the Special Servicer determines that a Material Defect exists, the Master Servicer or the Special Servicer,
as applicable, 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 the Directing Certificateholder), other than (1) to the extent expressly required by this Agreement in an Asset Review
Report or otherwise, to the other parties to this Agreement with a notice indicating that such information is Privileged Information
or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from
the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose such
Privileged Information to any Person without the prior written consent of the Special Servicer other than pursuant to a Privileged
Information Exception.


 


(d)          
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting


 






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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 Asset Representations Reviewer shall be paid a fee of $5,000 (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 the
Mortgage Loans that are Delinquent Loans and are subject to an Asset Review, 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, in the case of a Delinquent
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 (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 (i) the related Mortgage Loan Seller is insolvent or (ii) at any time after the outstanding Certificate Balances of the Control
Eligible Certificates have been reduced to zero as a result of the application of Realized Losses to such Certificates and the
related Mortgage Loan Seller fails to pay such amount within ninety (90) days of written request by the Asset Representations
Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory
to the Master Servicer (which evidence may be an officer’s certificate of the Asset Representations Reviewer) 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. A Mortgage Loan
Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset Representations
Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address listed in this
Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan


 






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Seller
for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by
registered mail or overnight courier and reasonable follow -up by telephone or e-mail. 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, in accordance with the Servicing Standard, pursue remedies against such Mortgage Loan Seller to
recover any such amounts to the extent paid by the Trust.


 


(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 at any time resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer
that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer shall be effective until
a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted
the appointment. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any
court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Asset Representations Reviewer shall 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.


 






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Section 12.05   
Termination of the Asset Representations Reviewer.


 


(a)            
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)            
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of thirty (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 Holders of Certificates having 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


 






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(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 Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any 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 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 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%


 






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of
a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts) elect to remove the
Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(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 shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written
notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Directing Certificateholder 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 Servicer, the
Special Servicer, 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 Servicer, the Master Servicer, 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]


 






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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;


 


(ii)          
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided 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
or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or


 






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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);


 


(vii)         
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and 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 not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, 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, 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;


 






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(x)           
in the event the Risk Retention Rule 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 risk
retention requirements in the event of such repeal; or


 


(xi)          
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 CFR 239.45(b)(1)(ii), (iii) or (iv).


 


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 change any
provision specifically required to be included herein by any Intercreditor Agreement or otherwise 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


 






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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, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer 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, that
any conditions precedent thereto 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, any Trust REMIC or the Grantor Trust, 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 Servicer,
the Special Servicer, 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
the Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the
rights and interests of Certificateholders, the cost of any Opinion of Counsel


 






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required
in connection therewith pursuant to Section 13.01(a) or Section 13.01(c) shall be payable out of the Collection
Account.


 


(h)          
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, 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 Master Servicer, the Special Servicer,
the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in
connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          
This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)          
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. 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.


 






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(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.


 






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Section 13.04  
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION
AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


In the case of the Depositor:



UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019





Attention: Nicholas Galeone





Email: nicholas.galeone@ubs.com


 






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with a copy to:



UBS Business Solutions LLC





1285 Avenue of the Americas





New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


and a copy to:


 


Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York

Attention: Frank Polverino, Esq.

Facsimile: (212) 504-6666


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP





1201 Walnut Street





Suite 2900





Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In the case of the Special Servicer:



Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


with a copy to:



Stinson Leonard Street LLP





1201 Walnut Street





Suite 2900


 






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Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In the case of the Directing
Certificateholder:


 


KKR Real Estate Credit Opportunity
Partners Aggregator I L.P.

9 West 57th Street, Suite 4200,

New York, New York 10019

Fax number: (212) 750-0003


 


In the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2018-C13


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Certificate
Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: UBS 2018-C13


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In the case of the Certificate Registrar
for surrender, transfer or exchange of Certificates other than the Risk Retention Certificates during the Transfer Restriction
Period:


 


Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services: UBS 2018-C13


 






     -448-


     


    

 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: UBS 2018-C13

Email: cmbscustody@wellsfargo.com


 


or in the case of a transfer of the
Risk Retention Certificates during the Transfer Restriction Period to:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS)

UBS 2018-C13

With a copy to: riskretentioncustody@wellsfargo.com


 


In the case of the Mortgage Loan
Sellers:


 


		1.	UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung



 


with a copy to:



UBS Business Solutions LLC





1285 Avenue of the Americas





New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


		2.	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

E-mail: USCIBGlobalFinanceAssetManagementTeam@natixis.com;



 


for all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

Email: legal.notices@natixis.com (for all legal notices)


 






     -449-


     


    

 


		3.	Société Générale

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E:mail: jim.barnard@sgcib.com



 


with a copy to:



Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: laura.schisgall@sgcib.com


 


		4.	Cantor Commercial Real Estate Lending, L.P.






110 East 59th Street





New York, New York 10022





Attention: Anthony Orso


 


with an electronic copy to:


 


Cantor Commercial Real Estate Lending,
L.P.





110 East 59th Street





New York, New York 10022





Attention: Legal Department





E-mail: legal@ccre.com


 


		5.	Rialto Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch, Managing Director



 


		6.	CIBC Inc.

c/o Canadian Imperial Bank of Commerce

425 Lexington Avenue, 4th Floor

New York, New York 10017

Attention: Todd Roth, Managing Director

Facsimile: (212) 667-6236



 


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: UBS 2018-C13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line


 






     -450-


     


    

 


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 any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


In the case of any Companion
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.


 


(b)          
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as 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:


 


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


 






     -451-


     


    

 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.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


 


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 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 the Conveyed Property and all proceeds thereof, in each case, whether now owned or existing or hereafter acquired
or arising, 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 statement. 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


 






     -452-


     


    

 


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.


 


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, the Master Servicer, the Asset Representations Reviewer
or the 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 Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           
the resignation or removal of the Trustee or the Certificate Administrator;


 






     -453-


     


    

 


(ii)          
any change in the location of the Collection Account;


 


(iii)         
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          
any material damage to any Mortgaged Property;


 


(vii)         
any 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.


 


(d)          
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a
party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the
Master Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or the Special Servicer, as the case may be, may, but 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.


 






     -454-


     


    

 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




     -455-


     


    

 







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.



	 	 	 
	 	UBS
                                         COMMERCIAL MORTGAGE SECURITIZATION CORP.,
 Depositor
	 	 	 
	 	By:	/s/ Nicholas Galeone
			Name:
                                         Nicholas Galeone
	 	 	Title:   Executive Director
	 	 	 
	 	By:	/s/ Michael
                                         Mills
	 	 	Name: Michael Mills
	 	 	Title:   Associate Director
	 	 	 
	 	MIDLAND
                                         LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
 Master Servicer and
                                         Special Servicer
	 	 	 
	 	By:	/s/ David
                                         D. Spotts
	 	 	Name: David
                                         D. Spotts
	 	 	Title:   Senior
                                         Vice President
	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Certificate
                                         Administrator
	 	 	 
	 	By:	/s/ Stacey
                                         Gross
	 	 	Name: Stacey
                                         Gross
	 	 	Title:   Vice President




 


UBS
2018-C13 – Pooling and Servicing Agreement


 



    


     


    





  


	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/
                                         Stacey Gross
	 	 	Name: Stacey
                                         Gross
	 	 	Title:   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



 


UBS
2018-C13 – Pooling and Servicing Agreement


 




    


     


    

 





	STATE
OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 





 


On the 25th
day of September, 2018, before me, a notary public in and for said State, personally appeared Nicholas Galeone known to me to be an Executive Director
of UBS Commercial Mortgage Securitization Corp., 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 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/
    Xin Liang Zhu
	 	Notary
    Public




 


	[SEAL]	 
	 	 
	My commission expires: 

                                                
	 
	 	 
	XIN LIANG ZHU	 
	Notary Public, State of New York	 
	No. 02ZH6286321	 
	Qualified in Kings County	 
	Commission Expires July 22, 2021	 



 


UBS
2018-C13 – Pooling and Servicing Agreement


 





    


     


    

 





	STATE
OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 





 


On the
25th day of September, 2018, before me, a notary public in and for said State, personally appeared Michael Mills
known to me to be an Associate Director of UBS Commercial Mortgage Securitization Corp., 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
Associate 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/
    Xin Liang Zhu
	 	Notary
    Public





  




	[SEAL]	 
	 	 
	My commission expires: 

         
	 
	 	 
	XIN LIANG ZHU	 
	Notary Public, State of New York	 
	No. 02ZH6286321	 
	Qualified in Kings County	 
	Commission Expires July 22, 2021	 





 


UBS
2018-C13 – Pooling and Servicing Agreement


 




    


     


    

 





	STATE
OF KANSAS	)	 
	 	)	ss.:
	COUNTY OF JOHNSON	)	 





 





On
the 3rd day of October, 2018, before me, a notary public in and for said State, personally appeared David D. Spotts known to me
to be a Senior Vice President of Midland Loan Services, a Division of PNC 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 entity 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/
    Brent Kinder
	 	Notary
    Public



 


	 	BRENT
                                         KINDER 

                                         NOTARY PUBLIC - State of Kansas







	 	My
    Appt. Exp. January 30, 2022





 


UBS
2018-C13 – Pooling and Servicing Agreement


 




    


     


    

 


	STATE
OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 








 





On
the 19th day of September, 2018, before me, a notary public in and for said State, personally appeared Stacey Gross 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 

                                         NOTARY PUBLIC



	 	CECIL
    COUNTY, MD
	 	MY
    COMMISSION EXPIRES OCTOBER 27, 2021



 


UBS
2018-C13 – Pooling and Servicing Agreement


 




    


     


    

 


	STATE
OF MARYLAND	)	 
	 	)	ss.:
	COUNTY OF HOWARD	)	 








 


On
the 19th day of September, 2018, before me, a notary public in and for said State, personally appeared Stacey Gross 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 

                                         NOTARY PUBLIC



	 	CECIL
    COUNTY, MD
	 	MY
    COMMISSION EXPIRES OCTOBER 27, 2021



 


UBS
2018-C13 – Pooling and Servicing Agreement


 




    


     


    

 





	STATE
OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 





 





On
the 11th day of October, 2018, before me, a notary public in and for said State, personally appeared James Callahan known to me
to be the 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 James Callahan 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	 




 


UBS
2018-C13 – Pooling and Servicing Agreement


 



    


     


    



 


EXHIBIT
A-1


 


FORM
OF CLASS [__] CERTIFICATE


 


CLASS
[__]


 


UBS
COMMERCIAL MORTGAGE TRUST 2018-C13


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C13, CLASS [__]


 


[FOR
PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, 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


 





 






 


		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 


    


    

 


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.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, 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-SB, A-3, A-4, 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 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.]


 





 



 


		3	Book-Entry
                                         Certificate legend.



 






    A-1-2 


    


    

 


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.] 


 


[FOR
CLASS X CERTIFICATES: THIS [CLASS X-A][CLASS X-B][CLASS X-D] 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 CERTIFICATE
BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3 AND CLASS A-4 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 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
BALANCE 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 CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES
IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL


 






    A-1-3 


    


    

 


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


 






    A-1-4 


    


    

 





	PASS-THROUGH
        RATE: [[____]% per annum] [FOR CLASS X-A, X-B or X-D OR ANY WAC OR WAC CAP CLASS: 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 OCTOBER 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 11, 2018

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 19, 2018

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
        SERVICER: 

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

         

        SPECIAL
        SERVICER:

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

         

        TRUSTEE: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: 

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [_]-[_] 






 






    A-1-5 


    


    

 


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 Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


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 October 1, 2018 (the “Pooling and Servicing Agreement”), between UBS COMMERCIAL
MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 UBS COMMERCIAL MORTGAGE TRUST 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13
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 a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D


 






    A-1-6 


    


    

 


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-SB, A-3, A-4, A-S, B, C and D): 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-SB, A-3, A-4, 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 Pass-Through Rate specified above on the Certificate Balance
of this Certificate immediately prior to each Distribution Date. [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES
(CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C and D): 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 Account 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 the Master Servicer (with respect to the 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
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including


 






    A-1-7 


    


    

 


reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


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 Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


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.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued [FOR BOOK-ENTRY CERTIFICATES:
in book-entry form through the facilities of DTC] in minimum denominations of [FOR REGISTERED PRINCIPAL


 






    A-1-8 


    


    

 


BALANCE
CERTIFICATES (CLASS A-1, A-2, A-SB, A-3, A-4, A-S, B, C): $10,000][FOR NON-REGISTERED PRINCIPAL BALANCE CERTIFICATES: CLASS D:
$100,000][FOR CLASS X CERTIFICATES: $1,000,000], 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 Servicer, the Special Servicer 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor 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, 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-1-9 


    


    

 


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(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 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 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, the


 






    A-1-10 


    


    

 


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,
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)            
in the event the Risk Retention Rule 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 risk
retention requirements in the event of such repeal; or


 


(xi)            
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 CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


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 change any provision specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or otherwise 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


 






    A-1-11 


    


    

 


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 holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer 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 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, any Trust REMIC or the Grantor Trust, 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 the Pooling
and Servicing Agreement may be made that changes


 






    A-1-12 


    


    

 


any
provision specifically required to be included in the Pooling and Servicing 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).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 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, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal 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.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, 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 Z and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-1-13 


    


    

 


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-1-14 


    


    

 


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:	 
	 	 	Name:
	 	 	Title:






 


Dated:
October 11, 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:	 
	 	 	Name:
	 	 	Title:


  




    A-1-15 


    


    

 


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 __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 	 	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-1-16 


    


    

 


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-1-17 


    


    

 


EXHIBIT
A-2


 


FORM
OF CLASS [__]-RR CERTIFICATE


 


CLASS
[__]-RR


 


UBS
COMMERCIAL MORTGAGE TRUST 2018-C13


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C13, CLASS [__]-RR


 


THIS
CERTIFICATE IS PART OF THE ELIGIBLE HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES. 


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S 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 AND SOLELY FOLLOWING THE TRANSFER RESTRICTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 





 



 


 


		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-2-1 


    


    

 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE 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.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, 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.


 


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 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-2-2 


    


    

 


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.


 


[FOR
CLASS E-RR, CLASS F-RR, CLASS G-RR AND CLASS NR-RR 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.]


 


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
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


 






    A-2-3 


    


    

 


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.


 


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


 






    A-2-4 


    


    

 





	PASS-THROUGH
        RATE: [[____]% per annum] [VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 11, 2018

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 19, 2018

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE CLASS [__]-RR CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
        SERVICER: 

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

         

        SPECIAL
        SERVICER: 

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

         

        TRUSTEE: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  

        PENTALPHA
        SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: 

        PENTALPHA
        SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [_]-[_]




 






    A-2-5 


    


    

 


CLASS [__]-RR
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 Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS
CERTIFIES THAT [KKR Real Estate Credit Opportunity Partners (AIV) Aggregator I L.P.]
is the registered owner of the interest evidenced by this Certificate in the Class [__]-RR Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
between UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 [__]-RR Certificates. The Certificates are
designated as the UBS COMMERCIAL MORTGAGE TRUST 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13
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 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,


 






    A-2-6 


    


    

 


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
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.


 


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 Pass-Through Rate 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 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 Account 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 the Master Servicer (with respect to the 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
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account 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.


 


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


 






    A-2-7 


    


    

 


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 Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


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 Retaining Sponsor and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__]-RR Certificates will be issued [FOR BOOK-ENTRY CERTIFICATES:
in book-entry form through the facilities of DTC] in minimum denominations of $100,000, 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


 






    A-2-8 


    


    

 


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 Servicer, the Special Servicer 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor 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, 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(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


 






    A-2-9 


    


    

 


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 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 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, 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


 






    A-2-10 


    


    

 


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,
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)            
in the event the Risk Retention Rule 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 risk
retention requirements in the event of such repeal; or


 


(xi)            
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 CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


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 change any provision specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or otherwise 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


 






    A-2-11 


    


    

 


(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 holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer 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 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, any Trust REMIC or the Grantor Trust, 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 the Pooling
and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing
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).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate


 






    A-2-12 


    


    

 


Administrator
and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the
Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal 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.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, 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 Z and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


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:	 
	 	 	Name:
	 	 	Title:



 


Dated:  October 11, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [__] - RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING
AGREEMENT.


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    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 __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 	 	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 Z CERTIFICATE


 


CLASS
Z


 


UBS
COMMERCIAL MORTGAGE TRUST 2018-C13


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C13, CLASS Z


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, 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


 






    A-3-1 


    


    

 


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 OR USING THE ASSETS OF 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) 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 OCTOBER 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 11, 2018

         

        FIRST
        DISTRIBUTION DATE: 

        NOVEMBER 19, 2018

         

        CLASS
        Z PERCENTAGE INTEREST: [100%]

         
	 	MASTER
        SERVICER: 

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

         

        SPECIAL
        SERVICER: 

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

         

        TRUSTEE:
        

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [          ]

         

        ISIN
        NO.: [           ]

         

        COMMON
        CODE NO.: [          ]

         

        CERTIFICATE
        NO.: Z-[__]







 






    A-3-3 


    


    

 


CLASS
Z 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 Account, 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


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


THIS CERTIFIES
THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class Z Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), among UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 a percentage interest in the Class of Certificates specified on
the face hereof. The Certificates are designated as the UBS COMMERCIAL MORTGAGE TRUST 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 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 Z 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 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


 






    A-3-4 


    


    

 


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, 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 Account 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 the Master Servicer (with respect to the 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
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account 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.


 


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(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator,


 






    A-3-5 


    


    

 


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 Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 5% of such Class Z
Certificates and in 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 Servicer, the Special Servicer 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor 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;


 






    A-3-6 


    


    

 


(ii)            
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)           
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC 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(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 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);


 






    A-3-7 


    


    

 


(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 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, 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,
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)            
in the event the Risk Retention Rule 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 risk
retention requirements in the event of such repeal; or


 






    A-3-8 


    


    

 


(xi)            
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 CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


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 change any provision specifically required to be included in the Pooling and Servicing Agreement
by any Intercreditor Agreement or otherwise 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


 






    A-3-9 


    


    

 


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 holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer 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 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, any Trust REMIC or the Grantor Trust, 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 the Pooling
and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing
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).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 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, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal 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.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, 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 Z and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to


 






    A-3-10 


    


    

 


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:	 
	 	 	Name:
	 	 	Title:



 


Dated:  October 11, 2018


 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    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 __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 	 	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 CLASS R CERTIFICATE


 


CLASS
R


 


UBS
COMMERCIAL MORTGAGE TRUST 2018-C13


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-C13, CLASS R


 


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, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, 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 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 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.


 


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


 






    A-4-1 


    


    

 




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 OR USING THE ASSETS OF 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) 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 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


 






    A-4-2 


    


    

 


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-4-3 


    


    

 


 





	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2018

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 11, 2018

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 19, 2018

         

        CLASS
        R PERCENTAGE INTEREST: [_]%

         
	 	MASTER
        SERVICER: 

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

         

        SPECIAL
        SERVICER: 

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

         

        TRUSTEE: 

        WELLS
        FARGO BANK, 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-4-4 


    


    

 


 


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 Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO
Accounts, formed and sold by


 


UBS
COMMERCIAL MORTGAGE SECURITIZATION CORP.


 


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 October 1, 2018 (the “Pooling
and Servicing Agreement”), between UBS COMMERCIAL MORTGAGE SECURITIZATION CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the 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 a percentage interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the UBS COMMERCIAL MORTGAGE TRUST 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 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) 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


 






    A-4-5 


    


    

 


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 301.6231(a)(7)-1 and the “partnership
representative” within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust
REMICs) for each Trust REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve (i) as attorney-in-fact
and agent for any such Person that is the “tax matters person” and (ii) as the “partnership representative”
for each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the 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 Account 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 the Master Servicer (with respect to the 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
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account 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.


 


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 Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the 


 






    A-4-6 


    


    

 


account
or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given
pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been
surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem
appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the
first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


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, 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 to the Pooling and Servicing Agreement 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


 






    A-4-7 


    


    

 


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 Section 5.03(o) of the Pooling and Servicing Agreement 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.


 


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 Servicer, the Special Servicer 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 neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor 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-4-8 


    


    

 


(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, 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(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 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


 






    A-4-9 


    


    

 


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 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, 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,
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)            
in the event the Risk Retention Rule 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 risk
retention requirements in the event of such repeal; or


 


(xi)            
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 CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


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


 






    A-4-10 


    


    

 


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 change any provision specifically required to be included in the Pooling and Servicing Agreement by any Intercreditor
Agreement or otherwise 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 holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 






    A-4-11 


    


    

 


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 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, any Trust REMIC or the Grantor Trust, 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 the Pooling
and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing
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).


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 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, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal 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.


 


Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, 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 Z and Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    A-4-12 


    


    

 


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-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:	 
	 	 	Name:
	 	 	Title:



 


Dated:  October 11, 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:	 
	 	 	Name:
	 	 	Title:


 



    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 __________ 
	TEN
        ENT	-	as tenants by the entireties	Custodian
	JT TEN	-	as joint tenants with rights of 	(Cust)
	 	 	survivorship and not as tenants in common	Under
        Uniform Gifts to Minors
	 	 	 	 
	 	 	 	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


 





UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Cut-off Date Balance	Address 	City 	State 
	1	UBS AG	1670 Broadway	48,000,000	1670 Broadway	Denver	CO
	2	UBS AG	The Buckingham	45,300,000	59 East Van Buren Street	Chicago	IL
	3	RMF	Lower Makefield Corporate Center - South	33,750,000	770, 790 and 800 Township Line Road	Lower Makefield Township	PA
	4	SG	Christiana Mall	30,000,000	132 Christiana Mall	Newark	DE
	5	UBS AG	Wyvernwood Apartments	28,000,000	2901 East Olympic Boulevard	Los Angeles	CA
	6	Natixis	Pier 1 Imports Headquarters	28,000,000	100 Pier 1 Place	Fort Worth	TX
	7	UBS AG	Village at Beech Hill	27,200,000	120 Beech Hill Avenue	Manchester	NH
	8	UBS AG	Silverado Ranch Place	21,673,947	9770, 9850, 9890 South Maryland Parkway & 1263 East Silverado Ranch Boulevard	Las Vegas	NV
	9	UBS AG	Barrywoods Crossing	21,000,000	8121-8341 Northwest Roanridge Road	Kansas City	MO
	10	CCRE	Shelbourne Global Portfolio I	20,000,000	Various	Various	NJ
	10.01	CCRE	1515 Broad Street	9,075,269	1515 Broad Street	Bloomfield	NJ
	10.02	CCRE	140 Centennial Avenue	3,677,419	140 Centennial Avenue	Piscataway Township	NJ
	10.03	CCRE	675 Central Avenue	2,580,645	675 Central Avenue	New Providence	NJ
	10.04	CCRE	275 Centennial Avenue	2,064,516	275 Centennial Avenue	Piscataway Township	NJ
	10.05	CCRE	691 Central Avenue	1,913,978	691 Central Avenue	New Providence	NJ
	10.06	CCRE	80 Kingsbridge Road	494,624	80 Kingsbridge Road	Piscataway Township	NJ
	10.07	CCRE	20 Kingsbridge Road	193,548	20 Kingsbridge Road	Piscataway Township	NJ
	11	RMF	Ellsworth Place	20,000,000	8661 Colesville Road; 8645 Colesville Road	Silver Spring	MD
	12	UBS AG	Wendland Plaza	18,000,000	901, 1001, 1033 and 1101 South Fort Hood Street	Killeen	TX
	13	CCRE	Medtronic Santa Rosa	17,700,000	3850 & 3880 Brickway Boulevard	Santa Rosa	CA
	14	UBS AG	121 East Maryland Street Parking Garage	16,983,044	121 East Maryland Street	Indianapolis	IN
	15	SG	Fort Wayne Hotel Portfolio	15,800,000	Various	Fort Wayne	IN
	15.01	SG	Hilton Garden Inn	8,883,986	8615 US Highway 24 West	Fort Wayne	IN
	15.02	SG	Homewood Suites	6,916,014	8621 US Highway 24 West	Fort Wayne	IN
	16	CCRE	Arizona Pavilions West	15,800,000	5947 West Arizona Pavilions Drive	Marana	AZ
	17	CCRE	Riverwalk	15,700,000	354, 360, 500, and 500A Merrimack Street	Lawrence	MA
	18	SG	Valley View Shopping Center	15,500,000	1900-1920 Valley View Boulevard Northwest	Roanoke	VA
	19	UBS AG	Quala	14,936,000	Various	Various	Various
	19.01	UBS AG	Quala - Pasadena	5,696,000	5100 Underwood Road	Pasadena	TX
	19.02	UBS AG	Quala - Joliet	2,950,000	1861 Terry Drive	Joliet	IL
	19.03	UBS AG	Quala - Saint Gabriel	2,320,000	4150 Highway 30	St. Gabriel	LA
	19.04	UBS AG	Quala - Cedar Rapids	2,050,000	345 Waconia Court Southwest	Cedar Rapids	IA
	19.05	UBS AG	Quala - Neenah	1,511,000	1650 North Street	Neenah	WI
	19.06	UBS AG	Quala - Saraland	409,000	202 Commerce Drive	Saraland	AL
	20	UBS AG	Linden Pointe	14,900,000	4801-4805 Montgomery Road	Cincinnati	OH
	21	UBS AG	Manor Parking Garage	14,000,000	564 Forbes Avenue	Pittsburgh	PA
	22	UBS AG	County Line Plaza	13,500,000	1039 East County Line Road	Jackson	MS
	23	SG	Aspect RHG Hotel Portfolio	12,700,000	Various	Various	Various
	23.01	SG	Hilton Garden Inn Nashville Smyrna	3,812,542	2631 Highwood Boulevard	Smyrna	TN
	23.02	SG	Aloft Hotel Broomfield	3,456,704	8300 Arista Place	Broomfield	CO
	23.03	SG	Hampton Inn Nashville Smyrna	2,719,613	2573 Highwood Boulevard	Smyrna	TN
	23.04	SG	Hyatt Place Phoenix North	2,711,141	10838 North 25th Avenue	Phoenix	AZ
	24	RMF	Ocean Point	12,450,000	5411, 5421, 5431, 5441 and 5451 Avenida Encinas	Carlsbad	CA
	25	CCRE	Residence Inn Chicago Deerfield	11,200,000	530 Lake Cook Road	Deerfield	IL
	26	UBS AG	Belle Mill Landing	10,700,000	84-116 Belle Mill Road	Red Bluff	CA
	27	RMF	Westside Market Place Shopping Center	10,500,000	1501-1575 Westside Drive	Rolla	MO
	28	CCRE	Residence Inn Boston Danvers	9,870,000	51 Newbury Street Route 1	Danvers	MA
	29	SG	Laguna Village	9,600,000	5835-5965 West Ray Road	Chandler	AZ
	30	SG	Home 2 Suites Lake City	8,730,437	414 Southwest Florida Gateway Drive	Lake City	FL
	31	CIBC	Trinity Park	8,700,000	925 & 935 South Kimball Avenue	Southlake	TX
	32	CIBC	Cabrillo Plaza	8,650,000	3990 Old Town Avenue	San Diego	CA
	33	UBS AG	1015 Locust	8,500,000	1015 Locust Street	St. Louis	MO
	34	SG	Country Inn & Suites Gainesville	8,482,164	4015 Southwest 43rd Street	Gainesville	FL
	35	UBS AG	Westgate Center	7,550,000	1140-1230 West Main Street	Merced	CA
	36	RMF	DoubleTree by Hilton Hotel Santa Fe	6,984,900	4048 Cerrillos Road	Santa Fe	NM


 






    EXH. B-1


     


    

 


EXHIBIT B





MORTGAGE LOAN SCHEDULE



 


UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Cut-off Date Balance	Address 	City 	State 
	37	UBS AG	Kohl’s - Fort Smith	6,821,006	7801 Rogers Avenue	Fort Smith	AK
	38	UBS AG	Scottsdale Haciendas	6,500,000	985 North Granite Reef Road	Scottsdale	AZ
	39	UBS AG	Country Square	6,283,000	8558 South 1300 East	Sandy	UT
	40	RMF	Fairfield Inn & Suites by Marriott - Fort Pierce	6,243,016	6502 Metal Drive	Fort Pierce	FL
	41	SG	Forest Oaks Plaza	6,125,000	5007 North Davis Highway	Pensacola	FL
	42	SG	1000 Buffalo Road	6,075,000	1000 Buffalo Road	Lewisburg	PA
	43	Natixis	Quality Inn & Suites Florence	6,000,000	30 Cavalier Boulevard	Florence	KY
	44	SG	Holiday Inn Express - Brooksville	5,350,000	30455 Cortez Boulevard	Brooksville	FL
	45	CIBC	4 Lotus Boulevard	4,750,000	4 Lotus Boulevard	Hackettstown	NJ
	46	UBS AG	Eastern Courtyard	4,739,048	3920-3950 South Eastern Avenue	Las Vegas	NV
	47	CIBC	Best Western Travelers Rest	4,700,000	110 Hawkins Road	Travelers Rest	SC
	48	RMF	8950 Old FM 1405	4,493,065	8950 FM 1405	Baytown	TX
	49	RMF	CVS Pompano Beach	4,100,000	1501 South Federal Highway	Pompano Beach	FL
	50	RMF	Country Inn & Suites - Vero Beach I 95	3,993,826	9330 19th Lane	Vero Beach	FL
	51	CIBC	Country Inn & Suites Norcross	3,650,000	5970 Jimmy Carter Boulevard	Norcross	GA
	52	RMF	Magnolia Village	2,696,915	651 North Denton Tap Road	Coppell	TX
	53	UBS AG	A Storage Place - Fortuna	2,000,000	11707 South Fortuna Road	Yuma	AZ


 






    EXH. B-2


     


    

 


EXHIBIT B





MORTGAGE LOAN SCHEDULE



 


UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Origination Date	Maturity Date or Anticipated Repayment Date	Gross Mortgage Rate	Original Term to Maturity or ARD	Remaining Term to Maturity or ARD	Amortization Type	Original Amortization Term	ARD
	1	UBS AG	1670 Broadway	8/16/2018	9/6/2023	3.8511%	60	59	Full IO	0	No
	2	UBS AG	The Buckingham	7/27/2018	8/6/2028	5.5220%	120	118	Partial IO	360	No
	3	RMF	Lower Makefield Corporate Center - South	9/5/2018	9/6/2028	4.7900%	120	119	Partial IO	360	No
	4	SG	Christiana Mall	7/12/2018	8/1/2028	4.2775%	120	118	Full IO	0	No
	5	UBS AG	Wyvernwood Apartments	7/6/2018	7/6/2023	3.6728%	60	57	Full IO	0	No
	6	Natixis	Pier 1 Imports Headquarters	8/15/2018	9/5/2028	4.8620%	120	119	Partial IO	360	No
	7	UBS AG	Village at Beech Hill	8/20/2018	9/6/2028	5.5152%	120	119	Partial IO	360	No
	8	UBS AG	Silverado Ranch Place	9/7/2018	9/6/2028	5.0042%	120	119	Amortizing	360	No
	9	UBS AG	Barrywoods Crossing	9/5/2018	9/6/2028	5.3633%	120	119	Partial IO	360	No
	10	CCRE	Shelbourne Global Portfolio I	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.01	CCRE	1515 Broad Street	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.02	CCRE	140 Centennial Avenue	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.03	CCRE	675 Central Avenue	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.04	CCRE	275 Centennial Avenue	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.05	CCRE	691 Central Avenue	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.06	CCRE	80 Kingsbridge Road	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	10.07	CCRE	20 Kingsbridge Road	9/7/2018	10/6/2028	5.8530%	120	120	Full IO	0	No
	11	RMF	Ellsworth Place	7/20/2018	8/6/2028	5.0100%	120	118	Partial IO	360	No
	12	UBS AG	Wendland Plaza	9/10/2018	9/6/2028	4.8150%	120	119	Full IO	0	No
	13	CCRE	Medtronic Santa Rosa	7/17/2018	8/6/2028	4.6500%	120	118	Full IO	0	No
	14	UBS AG	121 East Maryland Street Parking Garage	9/7/2018	9/6/2028	5.9900%	120	119	Amortizing	360	No
	15	SG	Fort Wayne Hotel Portfolio	8/16/2018	9/1/2028	4.7400%	120	119	Partial IO	360	No
	15.01	SG	Hilton Garden Inn	8/16/2018	9/1/2028	4.7400%	120	119	Partial IO	360	No
	15.02	SG	Homewood Suites	8/16/2018	9/1/2028	4.7400%	120	119	Partial IO	360	No
	16	CCRE	Arizona Pavilions West	9/7/2018	10/6/2028	5.4520%	120	120	Amortizing	360	No
	17	CCRE	Riverwalk	6/5/2018	6/6/2028	5.1760%	120	116	Partial IO	360	No
	18	SG	Valley View Shopping Center	9/7/2018	10/1/2028	5.2400%	120	120	Amortizing	360	No
	19	UBS AG	Quala	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.01	UBS AG	Quala - Pasadena	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.02	UBS AG	Quala - Joliet	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.03	UBS AG	Quala - Saint Gabriel	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.04	UBS AG	Quala - Cedar Rapids	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.05	UBS AG	Quala - Neenah	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	19.06	UBS AG	Quala - Saraland	8/27/2018	9/6/2028	4.7598%	120	119	Partial IO	360	No
	20	UBS AG	Linden Pointe	9/4/2018	9/6/2028	5.3200%	120	119	Partial IO	360	No
	21	UBS AG	Manor Parking Garage	9/12/2018	10/6/2028	5.9900%	120	120	Amortizing	360	No
	22	UBS AG	County Line Plaza	8/3/2018	8/6/2028	4.9970%	120	118	Partial IO	360	No
	23	SG	Aspect RHG Hotel Portfolio	7/23/2018	8/1/2028	5.0000%	120	118	Partial IO	360	No
	23.01	SG	Hilton Garden Inn Nashville Smyrna	7/23/2018	8/1/2028	5.0000%	120	118	Partial IO	360	No
	23.02	SG	Aloft Hotel Broomfield	7/23/2018	8/1/2028	5.0000%	120	118	Partial IO	360	No
	23.03	SG	Hampton Inn Nashville Smyrna	7/23/2018	8/1/2028	5.0000%	120	118	Partial IO	360	No
	23.04	SG	Hyatt Place Phoenix North	7/23/2018	8/1/2028	5.0000%	120	118	Partial IO	360	No
	24	RMF	Ocean Point	8/17/2018	9/6/2028	4.6400%	120	119	Full IO	0	No
	25	CCRE	Residence Inn Chicago Deerfield	9/7/2018	10/6/2023	5.6320%	60	60	Amortizing	360	No
	26	UBS AG	Belle Mill Landing	8/31/2018	9/6/2028	5.2652%	120	119	Partial IO	360	No
	27	RMF	Westside Market Place Shopping Center	7/26/2018	8/6/2028	5.0400%	120	118	Partial IO	360	No
	28	CCRE	Residence Inn Boston Danvers	9/7/2018	10/6/2023	5.6320%	60	60	Amortizing	360	No
	29	SG	Laguna Village	8/15/2018	9/6/2028	4.6900%	120	119	Partial IO	360	No
	30	SG	Home 2 Suites Lake City	8/1/2018	8/1/2028	5.0700%	120	118	Amortizing	360	No
	31	CIBC	Trinity Park	8/29/2018	9/1/2028	5.2200%	120	119	Partial IO	360	No
	32	CIBC	Cabrillo Plaza	9/5/2018	10/1/2028	4.5200%	120	120	Full IO	0	No
	33	UBS AG	1015 Locust	8/23/2018	9/6/2028	5.3956%	120	119	Full IO	0	No
	34	SG	Country Inn & Suites Gainesville	8/1/2018	8/1/2028	5.3700%	120	118	Amortizing	360	No
	35	UBS AG	Westgate Center	9/10/2018	9/6/2028	5.4475%	120	119	Partial IO	360	No
	36	RMF	DoubleTree by Hilton Hotel Santa Fe	7/17/2018	8/6/2028	5.2400%	120	118	Amortizing	360	No


 






    EXH. B-3


     


    

 


EXHIBIT B





MORTGAGE LOAN SCHEDULE



 


UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Origination Date	Maturity Date or Anticipated Repayment Date	Gross Mortgage Rate	Original Term to Maturity or ARD	Remaining Term to Maturity or ARD	Amortization Type	Original Amortization Term	ARD
	37	UBS AG	Kohl’s - Fort Smith	9/7/2018	9/6/2028	5.3045%	120	119	Partial IO, ARD	360	Yes
	38	UBS AG	Scottsdale Haciendas	9/7/2018	9/6/2028	4.7795%	120	119	Full IO	0	No
	39	UBS AG	Country Square	9/7/2018	9/6/2028	4.8570%	120	119	Full IO	0	No
	40	RMF	Fairfield Inn & Suites by Marriott - Fort Pierce	8/30/2018	9/6/2028	5.3900%	120	119	Amortizing	360	No
	41	SG	Forest Oaks Plaza	8/10/2018	9/1/2028	5.0400%	120	119	Partial IO	360	No
	42	SG	1000 Buffalo Road	9/4/2018	10/1/2028	5.2600%	120	120	Amortizing	300	No
	43	Natixis	Quality Inn & Suites Florence	9/11/2018	10/10/2028	5.5700%	120	120	Amortizing	300	No
	44	SG	Holiday Inn Express - Brooksville	9/5/2018	10/1/2028	6.4700%	120	120	Amortizing	300	No
	45	CIBC	4 Lotus Boulevard	8/17/2018	9/1/2028	5.0300%	120	119	Full IO	0	No
	46	UBS AG	Eastern Courtyard	7/26/2018	8/6/2028	4.9220%	120	118	Amortizing	360	No
	47	CIBC	Best Western Travelers Rest	9/7/2018	10/1/2028	5.8100%	120	120	Amortizing	300	No
	48	RMF	8950 Old FM 1405	8/29/2018	9/6/2028	5.5700%	120	119	Amortizing	300	No
	49	RMF	CVS Pompano Beach	7/2/2018	7/6/2028	5.1200%	120	117	Full IO	0	No
	50	RMF	Country Inn & Suites - Vero Beach I 95	9/5/2018	9/6/2028	5.5600%	120	119	Amortizing	300	No
	51	CIBC	Country Inn & Suites Norcross	9/7/2018	10/1/2028	5.3100%	120	120	Amortizing	300	No
	52	RMF	Magnolia Village	9/6/2018	9/6/2028	5.2700%	120	119	Amortizing	360	No
	53	UBS AG	A Storage Place - Fortuna	8/23/2018	9/6/2028	5.1052%	120	119	Full IO	0	No


 






    EXH. B-4


     


    

 


EXHIBIT B





MORTGAGE LOAN SCHEDULE



 


UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Master & Primary Servicing Fee Rate (%)	Sub-Servicer Fee Rate (%)
	1	UBS AG	1670 Broadway	0.002500%	0.000000%
	2	UBS AG	The Buckingham	0.002500%	0.000000%
	3	RMF	Lower Makefield Corporate Center - South	0.002500%	0.000000%
	4	SG	Christiana Mall	0.001250%	0.001250%
	5	UBS AG	Wyvernwood Apartments	0.001250%	0.001250%
	6	Natixis	Pier 1 Imports Headquarters	0.002500%	0.000000%
	7	UBS AG	Village at Beech Hill	0.002500%	0.000000%
	8	UBS AG	Silverado Ranch Place	0.002500%	0.000000%
	9	UBS AG	Barrywoods Crossing	0.002500%	0.000000%
	10	CCRE	Shelbourne Global Portfolio I	0.002500%	0.000000%
	10.01	CCRE	1515 Broad Street	0.000000%	0.000000%
	10.02	CCRE	140 Centennial Avenue	0.000000%	0.000000%
	10.03	CCRE	675 Central Avenue	0.000000%	0.000000%
	10.04	CCRE	275 Centennial Avenue	0.000000%	0.000000%
	10.05	CCRE	691 Central Avenue	0.000000%	0.000000%
	10.06	CCRE	80 Kingsbridge Road	0.000000%	0.000000%
	10.07	CCRE	20 Kingsbridge Road	0.000000%	0.000000%
	11	RMF	Ellsworth Place	0.001250%	0.001250%
	12	UBS AG	Wendland Plaza	0.002500%	0.000000%
	13	CCRE	Medtronic Santa Rosa	0.002500%	0.020000%
	14	UBS AG	121 East Maryland Street Parking Garage	0.002500%	0.000000%
	15	SG	Fort Wayne Hotel Portfolio	0.002500%	0.000000%
	15.01	SG	Hilton Garden Inn	0.000000%	0.000000%
	15.02	SG	Homewood Suites	0.000000%	0.000000%
	16	CCRE	Arizona Pavilions West	0.002500%	0.020000%
	17	CCRE	Riverwalk	0.001250%	0.001250%
	18	SG	Valley View Shopping Center	0.002500%	0.000000%
	19	UBS AG	Quala	0.002500%	0.000000%
	19.01	UBS AG	Quala - Pasadena	0.000000%	0.000000%
	19.02	UBS AG	Quala - Joliet	0.000000%	0.000000%
	19.03	UBS AG	Quala - Saint Gabriel	0.000000%	0.000000%
	19.04	UBS AG	Quala - Cedar Rapids	0.000000%	0.000000%
	19.05	UBS AG	Quala - Neenah	0.000000%	0.000000%
	19.06	UBS AG	Quala - Saraland	0.000000%	0.000000%
	20	UBS AG	Linden Pointe	0.001250%	0.050000%
	21	UBS AG	Manor Parking Garage	0.002500%	0.000000%
	22	UBS AG	County Line Plaza	0.002500%	0.000000%
	23	SG	Aspect RHG Hotel Portfolio	0.001250%	0.001250%
	23.01	SG	Hilton Garden Inn Nashville Smyrna	0.000000%	0.000000%
	23.02	SG	Aloft Hotel Broomfield	0.000000%	0.000000%
	23.03	SG	Hampton Inn Nashville Smyrna	0.000000%	0.000000%
	23.04	SG	Hyatt Place Phoenix North	0.000000%	0.000000%
	24	RMF	Ocean Point	0.002500%	0.000000%
	25	CCRE	Residence Inn Chicago Deerfield	0.002500%	0.020000%
	26	UBS AG	Belle Mill Landing	0.002500%	0.000000%
	27	RMF	Westside Market Place Shopping Center	0.002500%	0.000000%
	28	CCRE	Residence Inn Boston Danvers	0.002500%	0.020000%
	29	SG	Laguna Village	0.001250%	0.040000%
	30	SG	Home 2 Suites Lake City	0.002500%	0.000000%
	31	CIBC	Trinity Park	0.002500%	0.000000%
	32	CIBC	Cabrillo Plaza	0.002500%	0.000000%
	33	UBS AG	1015 Locust	0.002500%	0.000000%
	34	SG	Country Inn & Suites Gainesville	0.002500%	0.000000%
	35	UBS AG	Westgate Center	0.002500%	0.000000%
	36	RMF	DoubleTree by Hilton Hotel Santa Fe	0.002500%	0.000000%


 






    EXH. B-5


     


    

 


EXHIBIT B





MORTGAGE LOAN SCHEDULE



 


UBS 2018-C13: Mortgage Loan Schedule


 


	Mortgage Loan Number	Mortgage Loan Seller	Property Name 	Master & Primary Servicing Fee Rate (%)	Sub-Servicer Fee Rate (%)
	37	UBS AG	Kohl’s - Fort Smith	0.002500%	0.000000%
	38	UBS AG	Scottsdale Haciendas	0.002500%	0.000000%
	39	UBS AG	Country Square	0.002500%	0.000000%
	40	RMF	Fairfield Inn & Suites by Marriott - Fort Pierce	0.002500%	0.000000%
	41	SG	Forest Oaks Plaza	0.002500%	0.000000%
	42	SG	1000 Buffalo Road	0.002500%	0.000000%
	43	Natixis	Quality Inn & Suites Florence	0.002500%	0.000000%
	44	SG	Holiday Inn Express - Brooksville	0.002500%	0.000000%
	45	CIBC	4 Lotus Boulevard	0.002500%	0.000000%
	46	UBS AG	Eastern Courtyard	0.002500%	0.000000%
	47	CIBC	Best Western Travelers Rest	0.002500%	0.000000%
	48	RMF	8950 Old FM 1405	0.001250%	0.060000%
	49	RMF	CVS Pompano Beach	0.002500%	0.000000%
	50	RMF	Country Inn & Suites - Vero Beach I 95	0.002500%	0.000000%
	51	CIBC	Country Inn & Suites Norcross	0.002500%	0.000000%
	52	RMF	Magnolia Village	0.002500%	0.000000%
	53	UBS AG	A Storage Place - Fortuna	0.002500%	0.000000%







 




    EXH. B-6


     


    

 


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 – UBS Commercial Mortgage Trust 2018-C13





[OR OTHER CERTIFICATE REGISTRAR]


 


UBS Commercial Mortgage Securitization
Corp.





1285 Avenue of the Americas





New York, New York
10019





Attention: Nicholas Galeone


 


		Re:	Transfer of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing
Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf
of the holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 in connection
with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of Class ___ Certificates (collectively,
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 include
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:	 


 


Dated:


 





 



 


****       Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


     


    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust
Services (CMBS) – UBS Commercial Mortgage Trust 2018-C13





[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of October 1, 2018, by and among UBS Commercial Mortgage Securitization Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and 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 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


 






    Exhibit D-1-1


     


    

 


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


 


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


 






    Exhibit D-1-2


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


☐       None
of the above.


 


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


 


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


 


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


 






    Exhibit D-1-3


     


    

 


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


 


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


 


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


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the 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) – UBS Commercial Mortgage Trust 2018-C13





[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (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 October 1, 2018 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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 and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in


 






    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 RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Risk Retention Custody
(CMBS) – UBS 2018-C13





Email: riskretentioncustody@wellsfargo.com





[OR OTHER CERTIFICATE REGISTRAR]


 


KKR Real Estate Credit Opportunity
Partners Aggregator I L.P.





9 West 57th Street, Suite 4200,





New York, New York 10019





Fax number: (212) 750-0003


 


KKR Real Estate Credit Opportunity
Partners (AIV) Aggregator I L.P.





9 West 57th Street, Suite 4200,





New York, New York 10019





Fax number: (212) 750-0003


 


UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York





as Retaining Sponsor

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


UBS Commercial Mortgage Securitization
Corp.





1285 Avenue of the Americas





New York, New York 10019





Attention:  Nicholas Galeone


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of October 1, 2018, by and among UBS Commercial Mortgage Securitization Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer



 






    Exhibit D-3-1


     


    

 


[_____] (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:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which are
Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Risk
Retention Certificate 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 has knowledge (after due inquiry) that any representation contained in such certificate
is false.



 


		3.	Any transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975 of
the Code relying on Prohibited Transaction Exemption (“PTE”) 91-22, as amended, or (ii) an insurance company
general account relying on Sections I and III of PTCE 95-60 will be effected through UBS Securities LLC, SG Americas Securities,
LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., CIBC World Markets Corp., Drexel Hamilton, LLC or Academy Securities,
Inc.



 


		4.	Check one of the following:



 


		☐	The Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in Regulation RR and the Depositor that the transfer will occur during the Transfer Restriction
Period and that the transfer will comply with all applicable requirements of Regulation RR.



 


☐     The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR and the Depositor, that the transfer will occur after the termination of the Transfer Restriction Period.


 


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


 


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


 


 


	 	By: 	 
	 	 	Name:
	 	 	Title:


 





	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit D-3-2


     


    

 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York, New York


 


	By: 	 	 
	 	Name:	 
	 	Title:	 




 


[Medallion Stamp Guarantee]


 




    Exhibit D-3-3


     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Risk Retention Custody
(CMBS) – UBS 2018-C13





Email: riskretentioncustody@wellsfargo.com





[OR OTHER CERTIFICATE REGISTRAR]


 


KKR Real Estate Credit Opportunity
Partners Aggregator I L.P.





9 West 57th Street, Suite 4200,





New York, New York 10019





Fax number: (212) 750-0003


 


KKR Real Estate Credit Opportunity
Partners (AIV) Aggregator I L.P.





9 West 57th Street, Suite 4200,





New York, New York 10019





Fax number: (212) 750-0003


 


UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York





as Retaining Sponsor

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


UBS Commercial Mortgage Securitization
Corp.





1285 Avenue of the Americas





New York, New York 10019





Attention:  Nicholas Galeone


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [__] Certificates, which are Risk Retention Certificates. The Certificates were issued pursuant to the Pooling
and Servicing Agreement, dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor,


 






    Exhibit D-4-1


     


    

 


Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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.



 


		2.	Any transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975 of
the Code relying on Prohibited Transaction Exemption (“PTE”) 91-22, as amended, or (ii) an insurance company
general account relying on Sections I and III of PTCE 95-60 will be effected through UBS Securities LLC, SG Americas Securities,
LLC, Natixis Securities Americas LLC, Cantor Fitzgerald & Co., CIBC World Markets Corp., Drexel Hamilton, LLC or Academy Securities,
Inc.



 


		3.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
sponsor” as such term is defined in Regulation RR and the Depositor that the transfer will occur during the Transfer Restriction
Period and that the transfer will comply with all applicable requirements of Regulation RR.



 


☐     The
Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in Regulation RR and the Depositor that the transfer will occur after the termination of the 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 have knowledge (after due
inquiry) 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__.


 





	 	 	[TRANSFEROR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 






    Exhibit D-4-2


     


    

 


UBS AG, by and through its
branch office at 1285 Avenue of the Americas, New York, New York


 


	By: 	 	 
	 	Name:	 
	 	Title:	 




 


[Medallion Stamp Guarantee]


 




    Exhibit D-4-3


     


    

 


EXHIBIT D-5


 


FORM OF REQUEST OF SPONSOR CONSENT FOR
RELEASE OF THE RISK RETENTION CERTIFICATES


 


[Date]






 


Wells Fargo Bank, National
Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Risk Retention Custody
(CMBS) – UBS 2018-C13





Email: riskretentioncustody@wellsfargo.com


 


UBS AG, by and through its branch office at 1285 Avenue of the
Americas, New York, New York





as Retaining Sponsor

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


UBS Commercial Mortgage Securitization
Corp.





1285 Avenue of the Americas





New York, New York 10019





Attention:  Nicholas Galeone


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class [D-RR][E-RR][F-RR][G-RR][NR-RR]
Certificates from the Retained Interest Safekeeping Account.


 


The Certificates were
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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.


 


Add any further explanation for the request
for release below:


 


 



 






    Exhibit D-5-1


     


    

 





 



 





 



 





 



 





 



 





 



 





 






 


The Third Party Purchaser
hereby requests your written consent to the Release.


 


IMPORTANT NOTICE: IF YOU
FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10 BUSINESS DAYS
AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE POOLING AND SERVICING
AGREEMENT.


 




    Exhibit D-5-2


     


    

 


The contact information of the Certificate Administrator
is:


 


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) – UBS Commercial Mortgage Trust 2018-C13


 


[OR OTHER CERTIFICATE REGISTRAR]


 





	 	 	Sincerely,
	 	 	 	 
	 	 	[THIRD PARTY PURCHASER]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	CONSENT TO RELEASE:	 	 	 
	 	 	 	 
	RETAINING SPONSOR	 	 	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 
	Email:	 	 	 



 






    Exhibit D-5-3


     


    




 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 	Name of Mortgagor:	

	 	 	 
	 	[Master Servicer] 	

	 	[Special Servicer] 

Loan No.:	 
	 	 	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association

 1055 10th Ave SE
	 	Address:	
        

        Minneapolis, Minnesota 55414

        

        Attention: Document Custody
        Group (CMBS)

        

        UBS Commercial Mortgage Trust 2018-C13

         

	 	Custodian/Trustee Mortgage File No.:	

	Depositor
	 	Name:	UBS Commercial Mortgage Securitization Corp.
	 	 	 
	 	Address:	
        UBS Commercial Mortgage Securitization Corp.

        

        1285 Avenue of the Americas

        

        New York, New York 10019

        

        Attention:  Nicholas Galeone

         

	 	Certificates:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of UBS Commercial
Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, 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 October 1, 2018, by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as


 






     Exhibit E-1


     


    

 


Operating Advisor and as Asset Representations
Reviewer (the “Pooling and Servicing Agreement”).


 


( )                 ___________________________


 


( )                ___________________________


 


( )                ___________________________


 


( )                ___________________________


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date: _________


 




     Exhibit E-2


     


    


 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust
Services (CMBS) –





UBS Commercial Mortgage Trust
2018-C13





[OR OTHER CERTIFICATE REGISTRAR]


 


UBS Commercial Mortgage Securitization
Corp.





1285 Avenue of the Americas





New York, New York 10019





Attention: Nicholas Galeone


 


		Re:	Transfer of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the UBS Commercial Mortgage
Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, Class [E-RR][F-RR][G-RR][NR-RR] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 become (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)
or other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a 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


 






     Exhibit F-1-1


     


    

 


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 Certificate Administrator an Opinion 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 “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 Servicer,
the Special Servicer, 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, the Master Servicer, the 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 Z AND CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator





600 South 4th Street,
7th Floor





MAC: N9300-070





Minneapolis, Minnesota 55479





Attention: Corporate Trust
Services (CMBS) – UBS Commercial Mortgage Trust 2018-C13





[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]





[______]





[______]





Attention: [______]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [US$[___] aggregate Certificate Balance][[__]% Percentage Interest] in the
UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13, Class [Z][R] Certificates
(the “Class [Z][R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of
October 1, 2018 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and 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 [Z][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 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) any person acting on behalf of any such
Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment


 






     Exhibit F-2-1


     


    

 


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) to purchase such Class [Z][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 “Wells Fargo Bank, National
Association, as Trustee for the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13” (the “Assignee”),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services: UBS 2018-C13, 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 [_], 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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: UBS Commercial
Mortgage Securitization Corp.


 


 



 


**       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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: ________


 


cc: UBS Commercial Mortgage Securitization Corp.


 


 



 


*       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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.








	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 




     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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 


 



 


*       Select,
as applicable.




 






     Exhibit L-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the 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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 Servicer, the Special Servicer, 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: UBS Commercial Mortgage Securitization Corp.


 


 



 


**       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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 Servicer, the Special Servicer, 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: UBS Commercial Mortgage Securitization Corp.


 


 



 


*       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)





UBS Commercial Mortgage Trust
2018-C13


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 






     Exhibit O-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 




     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)

UBS Commercial Mortgage Trust 2018-C13

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class [_] Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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 either a Certificateholder, a beneficial owner or prospective purchaser of any Class of 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.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or


 






     Exhibit P-1A-1


     


    

 


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 Servicer, the Special Servicer, 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.


 




     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]


 


	Midland Loan Services, a Division of PNC Bank, National Association 

10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2018-C13

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to:

notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street,
        7th Floor

        

        MAC: N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2018-C13

         

	 	 





		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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 either the Directing Certificateholder or a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


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


 






     Exhibit P-1B-1


     


    

 


Website. In consideration of the disclosure to the undersigned of the Information, or
the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it
in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; 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 Servicer, the Special Servicer, 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 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.       Other
than with respect to the initial Directing Certificateholder, the undersigned hereby certifies that an executed copy of this certification
in 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.


 


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.


 




     Exhibit P-1B-2


     


    


 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower 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 21045-1951

Attention: Corporate Trust Services (CMBS)

UBS Commercial Mortgage Trust 2018-C13

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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 either a Certificateholder, a beneficial owner or prospective purchaser of any Class of 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


 






     Exhibit P-1C-1


     


    

 


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 Servicer, the Special Servicer, 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.


 


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-1C-2


     


    


 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]





	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


	
        

        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045-1951

        

        Attention: Corporate Trust Services (CMBS)

        

        UBS Commercial Mortgage Trust 2018-C13

        

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to:
 notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street,
        7th Floor

        

        MAC: N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2018-C13

         

	 	 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”), by
and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and 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.


 






     Exhibit P-1D-1


     


    

 


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 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 Servicer, the Special Servicer, 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.


 






     Exhibit P-1D-2


     


    

 


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:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 




     Exhibit P-1D-3


     


    


 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


	
        

        Wells Fargo Bank, National Association

        

        9062 Old Annapolis Road

        

        Columbia, Maryland 21045-1951

        

        Attention: Corporate Trust Services (CMBS)

        

        UBS Commercial Mortgage Trust 2018-C13

        

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to:
 notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street,
        7th Floor

        

        MAC: N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2018-C13

         

	 	 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class Certificates 



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE UBS COMMERCIAL MORTGAGE TRUST 2018-C13, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C13, 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)”):


 






     Exhibit P-1E-1


     


    

 


	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 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


 






     Exhibit P-1E-2


     


    

 


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 Servicer, the Special Servicer, 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 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.


 








     Exhibit P-1E-3


     


    

 


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: UBS Commercial Mortgage Securitization Corp.


 




     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)

UBS Commercial Mortgage Trust Series 2018-C13

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: UBS Commercial Mortgage Trust Series 2018-C13 







 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13



 


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 UBS Commercial Mortgage Trust 2018-C13 securitization should be revoked as to
such users:


 





	 
	 
	 
	 
	 
	 
	 





 


4.         The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


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


 


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





 





	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: UBS Commercial Mortgage Securitization Corp.


 


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-2


     


    

 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700 

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head
	 	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045-1951 

        Attention: Corporate Trust Services (CMBS) 

        UBS Commercial Mortgage Trust 2018-C13 

        trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to:  notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line	 	
        Wells Fargo Bank,
National Association 

        600 South 4th
Street, 7th Floor 

        MAC: N9300-070 

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        UBS Commercial Mortgage Trust 2018-C13

         

	 	 	 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13, Class [__] Certificates 



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.         The
undersigned is not a Borrower Party.


 


3.         If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-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.


 






    Exhibit P-1G-1


     


    




 


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: UBS Commercial Mortgage Securitization Corp.


 




    Exhibit P-1G-2


     


    




EXHIBIT P-1H


 


[RESERVED]


 




    Exhibit P-1H-1


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services UBS 2018-C13


 


		Attention:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2018
(the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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.


 




    Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with UBS Commercial Mortgage Securitization Corp. (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 UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of October 1, 2018 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization
Corp., as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer 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.


 






    Exhibit P-2-4


     


    




 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


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:


 


UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York, New York 


1285 Avenue of the Americas 


New York, New York 10019 


Attention: David Schell


 




    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 UBS 2018-C13


 


		Attention:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13



 


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 October 1, 2018
(the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and 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, RealINSIGHT
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
Servicer, the Special Servicer, 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.


 




    Exhibit P-3-2


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
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 first proviso of the definition of “Mortgage File”
and Section 2.01 of the Pooling and Servicing Agreement, 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 Seller 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
(viii) and (ix) 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]


 


UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention:  Nicholas Galeone

E-mail: nicholas.galeone@ubs.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


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.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


 


Midland Loan Services, a Division of PNC Bank, National
Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1 (888) 706-3565


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services - UBS 2018-C13

Email:trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com


 






    Exhibit Q-2


     


    




 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line


 


KKR Real Estate Credit Opportunity
Partners Aggregator I L.P. 


9 West 57th Street, Suite 4200, 


New York, New York 10019 


Fax number: (212) 750-0003


 




    Exhibit Q-3


     


    




 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – MASTER
SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the
“Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(in such capacity, the “Master Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized
representative appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (12)
below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such
documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Agreement”),
by and among UBS Commercial Mortgage Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”) and Trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, on behalf of the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13 and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank,
National Association.


 


This Limited Power of
Attorney is being issued in connection with the Master Servicer’s responsibilities to service certain mortgage loans (the
“Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or
deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security
instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.             Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or
hereafter shall become due and payable) belonging to


 



    Exhibit R-1-1


     


    

 


or claimed by Wells Fargo Bank, National Association, as Trustee, and to use
or take any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving
under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting
deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties
under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions,
appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including
execution of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy
action, state or federal suit or any other action.


 


2.             Execute and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National
Association, as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells
Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and
settlement.


 


3.             Transact business of any kind regarding the Loans and the Mortgaged Properties.


 


4.             Obtain an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association,
Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property
and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.             Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.             Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.             [RESERVED].


 


8.             Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Master Servicer's duties and responsibilities under the Agreement.


 


9.             Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust
as necessary to transfer ownership of the


 






    Exhibit R-1-2


     


    

 


affected Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Loans.


 


10.           Subordinate the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where
applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.           Convey the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate
owner, or convey title to real estate owned property (“REO Property”).


 


12.           Execute and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure
or deed-in-lieu of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited
or special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the
Mortgaged Property to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer
of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Master Servicer hereby
agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents
harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power
of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee for UBS Commercial Mortgage Trust 2018-C13 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 ____________.


 






    Exhibit R-1-3


     


    

  





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared
by:
	 	 	 
	 	 	Name:





 


Witness:


____________________


 


Witness:


____________________



 






    Exhibit R-1-4


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF	)	 


  


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	 
	 	Notary Public



 


	[SEAL]	 
	 	 
	My
commission expires:	 
	 	 




       





    Exhibit R-1-5


     


    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – SPECIAL
SERVICER


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565


 





 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a
national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis
Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”),
hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association (in such capacity, the “Special
Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the
Board of Directors of the Special Servicer, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate for the tasks described in the items (1) through (12) below; provided however, that the
documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted
under the terms of the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Agreement”) by and
among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and as Special Servicer, Wells Fargo Bank, National Association, as certificate administrator and as Trustee
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, on behalf of the UBS Commercial Mortgage
Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 and no power is granted hereunder to take any action
that would be adverse to the interests of Wells Fargo Bank, National Association.


 


This Limited Power of Attorney is being issued
in connection with the Special Servicer’s responsibilities to service certain mortgage loans (the “Loans”)
held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


 


		1.	Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging 



 






    Exhibit R-2-1


     


    




 


	 	 	to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under
a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds
in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under
the Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.



 


		2.	Execute and/or file such documents and take such other
action as is proper and necessary to defend Wells Fargo Bank, National Association, as Trustee, in litigation and to resolve any
litigation where the Special Servicer has an obligation to defend Wells Fargo Bank, National Association, as Trustee, including
but not limited to dismissal, termination, cancellation, rescission and settlement.






 





		3.	Transact business of any kind regarding the Loans
and the Mortgaged Properties.






 


		4.	Obtain an interest in the Loans, Mortgaged Properties
and/or building thereon, as Wells Fargo Bank, National Association, Trustee’s act and deed, to contract for, purchase, receive
and take possession and evidence of title in and to the property and/or to secure payment of a promissory note or performance
of any obligation or agreement.






 


		5.	Execute, complete, indorse or file bonds, notes, Mortgages,
Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers, the Loans and/or the Mortgaged Properties,
including but not limited to the execution of estoppel certificates, financing statements, continuation statements, releases,
satisfactions, assignments, loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements,
loan assumption agreements, subordination agreements, property adjustment agreements, non-disturbance and attornment agreements,
leasing agreements, management agreements, listing agreements, purchase and sale agreements, and other instruments pertaining
to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Mortgaged Properties,
in the interest of Wells Fargo Bank, National Association, as Trustee.










 


		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as property securing the Loans.



 


		7.	[RESERVED].



 


		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer's duties and responsibilities under the Agreement.



 






    Exhibit R-2-2


     


    




 


		9.	Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust
as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain
ownership of the Loans.



 


		10.	Subordinate the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.



 


		11.	Convey the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owner,
or convey title to real estate owned property (“REO Property”).



 


		12.	Execute and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure
or deed-in-lieu of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited
or special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the
Mortgaged Property to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer
of REO Property.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of [date].


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Special Servicer hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power of Attorney by the 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 Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for UBS Commercial Mortgage Trust 2018-C13, 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 ____________.


 






    Exhibit R-2-3


     


    

 





	 	Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C13, Commercial
Mortgage Pass-Through Certificates, Series 2018-C13
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


____________________


 


Witness:


____________________



 






    Exhibit R-2-4


     


    

 





	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-2-5


     


    

 






EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS



 


 


	Loan	Companion Holder
	1670 Broadway	
        NOTE A-1, NOTE A-3 AND NOTE A-6 NOTICE ADDRESS:

         

        Midland Loan Services, a Division of PNC Bank, National
Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

         

        with a copy to:



Stinson Leonard Street LLP

        1201 Walnut Street 

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

        NOTE A-2, NOTE A-4 AND NOTE A-5 NOTICE ADDRESS:

         

        UBS AG, by and through
its branch office at 1285 Avenue of the Americas, New York, New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention:  Henry
Chung

        Email:  henry.chung@ubs.com

         

        with a copy to:

         

        UBS Business Solutions
LLC

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Chad Eisenberger

        Email: chad.eisenberger@ubs.com 

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP




 






    Exhibit S-1 


     


    

 


	 	        200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com

	Pier 1 Imports Headquarters	
        NOTE A-1 AND NOTE A-3 NOTICE ADDRESS:

         

        Midland Loan Services, a Division of PNC Bank, National
Association,

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head,

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

        NOTE A-2, NOTE A-4, NOTE A-5 AND NOTE A-6 NOTICE ADDRESS:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Real Estate Administration

        Fax Number: (212) 891-5777

        E-mail: USCIBSAFAssetManagementTeam@natixis.com

         

        with a copy to:

         

        Natixis Real Estate Capital LLC

        1251 Avenue of the Americas

        New York, New York 10020

        Attention: Office of the General Counsel

         

        For all legal notices, with a copy to:

         

        legal.notices@natixis.com

         




 






    Exhibit S-2 


     


    

 


	 	 
	Barrywoods Crossing	
        NOTE A-1 NOTICE ADDRESS:

         

        Midland Loan Services, a Division of PNC Bank, National
Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

         

        with a copy to:



Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

        NOTE A-2 NOTICE ADDRESS:

         

        UBS AG, by and through
its branch office at 1285 Avenue of the Americas, New York, New York

        1285 Avenue of the Americas

        New York, New York 10019

        Attention:  Henry
Chung

        Email:  henry.chung@ubs.com

         

        with a copy to:

         

        UBS Business Solutions
LLC

        1285 Avenue of the Americas

        New York, New York 10019

        Attention: Chad Eisenberger

        Email: chad.eisenberger@ubs.com 

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: frank.polverino@cwt.com

	Shelbourne Global Portfolio I	        NOTE A-2, NOTE A-3, NOTE A-4, NOTE A-5, NOTE A-6 AND NOTE A-7
        NOTICE ADDRESS:

         

        Cantor Commercial Real Estate Lending,
        L.P.




 






    Exhibit S-3 


     


    

 


	 	
        110 East 59th Street, 6th Floor

        New York, New York 10022

        Attention: Legal Department

        Facsimile No.: (212) 610-3623

        E-Mail: legal@ccre.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        200 Liberty Street

        New York, New York 10281

        Attention: Lisa Pauquette, Esq.

        Facsimile No.: (212) 504-6666

        E-Mail: lisa.pauquette@cwt.com 

         

	Ellsworth Place	
        NOTE A-1, NOTE A-3, NOTE A-5 AND NOTE A-5 NOTICE ADDRESS:

         

        Rialto Mortgage Finance, LLC

        600 Madison Avenue, 12th Floor

        New York, New York 10022

        Attention: Kenneth M. Gorsuch, Managing Director






 






    Exhibit S-4 


     


    

 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[For Christiana Mall:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 S. Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: BBCMS 2018-CHRS


Facsimile: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association


Legal Department, D1053-300


301 South College Street, 30th Floor


Charlotte, North Carolina 28202


Attention: Commercial Mortgage Servicing Legal Support


Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP


Hearst Tower


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: BBCMS 2018-CHRS


Fax Number: (704) 353-3190


Email: stacy.ackermann@klgates.com]


 


[For Wyvernwood Apartments:


Midland Loan Services, a Division of PNC Bank, National Association,


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head,


Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson Leonard Street LLP


1201 Walnut Street


Suite 2900


 






    Exhibit T-1 


     


    

 


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com]


 


[For Riverwalk:


Midland Loan Services, a Division of PNC Bank, National Association,


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head,


Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson Leonard Street LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com]


 


[For Aspect RHG Hotel Portfolio:


Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson Leonard Street LLP


1201 Walnut Street Suite 2900


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com]


 


VIA [E-MAIL]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, 

Commercial Mortgage Pass-Through Certificates, Series 2018-C13 



 


Ladies and Gentlemen:


 


As you know, [_____],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the mortgaged property identified
as [NON-SERVICED WHOLE LOAN]


 



    Exhibit T-2 


     


    

 


(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 Mortgage Loan”) has been transferred to UBS Commercial Mortgage
Trust 2018-C13 pursuant to that certain Pooling and Servicing Agreement, dated October 1, 2018 (the “2018-C13 Pooling
and Servicing Agreement”) by and among UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “2018-C13 Master Servicer”)
and as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “2018-C13
Certificate Administrator”) and as trustee (the “2018-C13 Trustee”), and Pentalpha Surveillance LLC,
as operating advisor and as asset representations reviewer, and that the 2018-C13 Trustee is the holder of the Subject Mortgage
Loan.


 


The undersigned, as 2018-C13
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2018-C13 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the 2018-C13
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-C13 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2018-C13 Pooling and Servicing Agreement) under the 2018-C13
Pooling and Servicing Agreement


 


Thank you for your attention
to this matter.




 






    Exhibit T-3 


     


    

   





	 	Date:	 	 



 


	 	Wells Fargo Bank, National Association,
    as Certificate Administrator for the Holders of the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


 




    Exhibit T-4 


     


    

 


cc:



[Non Serviced Whole Loan Master Servicer Copied Address]


 




    Exhibit T-5 


     


    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	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



 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.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


 


[INSERT ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under the Pooling and
Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”), by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    Exhibit U-1 


     


    

 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13



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 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 Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)       The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)      The defeasance was consummated on __________, 20__.


 


(iii)     The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the
Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    

 


(v)      The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in
its organizational documents substantially similar to those contained in the organization documents of the original Borrower with
respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other
than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)     The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)    The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)   The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year
will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 






    Exhibit U-3 


     


    

 


(ix)     The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)      The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)      Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
   Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)   
  Certify that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan
Seller in accordance with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)   
   Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[________________]
	 	 	 as Master Servicer
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


 




    Exhibit U-5 


     


    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of
October 1, 2018 (the “Pooling and Servicing Agreement”). 

Transaction: UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Credit Opportunity Partners Aggregator I L.P.


 


		I.	Population of Mortgage Loans that Were Considered in
Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor
that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		(a)	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of
an Asset Status Report.



 


		(b)	Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the
Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully
implemented.



 


		2.	Prior to an Operating Advisor Consultation Event, if one
Mortgage Loan is in special servicing and if the Special Servicer has subsequently completed a Major Decision with respect to
such Specially Serviced Loan, the Special Servicer has provided the applicable fully executed Major Decision Reporting Package
approved or deemed approved by the Directing Certificateholder to the Operating Advisor concurrently with delivery to the Directing
Certificateholder.



 


		3.	After an Operating Advisor Consultation Event, the Special
Servicer has provided to the Operating Advisor:



 


		(a)	with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package
and the opportunity to consult with respect to such Major Decision and recommended action:





________




________




 


 



 


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 


     


    



________




________

 

		(b)	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect
to such recommended action:





________




________


 


		II.	Executive Summary



 


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s actions under the Pooling and Servicing Agreement on the loans identified in this report. Based
solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications set forth
herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating
in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement
during the prior calendar year on a “platform-level” basis. [The Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard, as a result of the following
material deviations.]


 


[LIST OF ANY 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]


 


III.           List of Items
that Were Considered in Compiling this Report


 


In rendering our assessment herein, we
examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor
by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status
Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each 



 






    Exhibit V-2 


     


    

 


case, delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s
compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made
available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.



 


		4.	[LIST OTHER REVIEWED INFORMATION].



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling
and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor
pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]



 


NOTE: The Operating Advisor’s review
of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal
conclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments
and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their
net present value calculator, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or
interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction 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.


 


		IV.	Assumptions, 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 (i) is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
to provide or obtain a legal opinion, legal review or legal conclusion.



 


		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.	Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the
Operating Advisor relied 



 






    Exhibit V-3 


     


    

 


solely upon the information delivered to it by the Special Servicer as well as its interaction with the
Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed
and cannot be relied upon to detect fraud or illegal acts should any exist.


 


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loan pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth in the Pooling
and Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communication held between it and the Special Servicer regarding any Specially Serviced Loan and certain information it
reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the certificate administrator through the certificate administrator’s website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into
account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as
described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or
individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and
any Certificateholder, party or individual.



 


Terms used but not defined in this report
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 Special Servicer


 


Wells Fargo Bank, National Association


as Trustee


9062 Old Annapolis Road 


Columbia, Maryland 20145-1951


Attention: Corporate Trust Services (CMBS)


UBS Commercial Mortgage Trust 2018-C13


Email:      trustadministrationgroup@wellsfargo.com;

                cts.cmbs.bond.admin@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association,


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Fax number: (888) 706-3565


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13,


Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and
Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
on behalf of the holders of UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13
(the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its
current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 






    Exhibit W-1 


     


    

 


Based upon such assessment,
we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.


 





	 	

                    Very
truly yours,

	 	 
	 	 	  [The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:
	 	 	 
	Dated:	 	 


 




    Exhibit W-2 


     


    

 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Midland Loan Services, a Division of PNC Bank,
National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile number: (888) 706-3565


 


		Re:	Access to Certain Information Regarding UBS Commercial Mortgage Trust 2018-C13,
Commercial Mortgage Pass-Through Certificates, Series 2018-C13



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), among the UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, 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.


 


Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”) understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


Midland will provide the Company with certain
confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to Midland by third
parties, (b) may not have been verified by Midland, and (c) may be incomplete or contain inaccuracies. The Company agrees
that Midland, the [“Master Servicer”/“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) Midland’s failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding
the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from Midland; (b) information that is obtained by Company from a third person who, insofar as is known
to Company, is not prohibited from


 



    Exhibit X-1 


     


    

 


[_____] [__], 20[__]

Page 2


 


transmitting the information to Company by a contractual, legal or fiduciary obligation to Midland;
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general
partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at Midland’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with Midland’s surveillance group, or (iii) direct
on-line access (read-only capacity) to the information available on the applicable [____] system or any successor or replacement
system (“System”). Midland may cease or defer
providing the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision
hereof, or (b) Midland determines (in its sole discretion) that such termination is necessary for any reason, including its
determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan
documents, or any applicable law. Midland shall cease to provide the Company with Confidential Information if Midland has actual
knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and Midland
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. Midland’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, Midland 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


 



    Exhibit X-2 


     


    

 


[_____] [__], 20[__]

Page 3


 


to limit or qualify any of Midland’s rights
or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    Exhibit X-3 


     


    

 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	 	Very truly yours,
	 	 	 	 
	 	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	 	 Name:
	 	 	 	 Title:
	 	 	 	 
	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, [identify the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of UBS Commercial Mortgage Trust 2018-C13 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)  Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)     [List other applicable
reporting servicers]]


 






    Exhibit Y-1 


     


    

 


Date: _________________________





	 	 
	Executive Director

UBS Commercial Mortgage Securitization Corp.

(Senior officer in charge of the securitization of the depositor)	 


 






    Exhibit Y-2 


     


    

 





EXHIBIT Y-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (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 October 1, 2018 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization
Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity the “Special
Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity the “Trustee”) and
as Certificate Administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies
to [_______], the Depositor, each Other Depositor and each Other Certificate Administrator 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:


 


		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”);



 


		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



 






    Exhibit Y-1-1 


     


    

 


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



 


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 Y-1-2 


     


    

 


Exhibit
Y-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (the
“Trust”)


 


I, [identify the certifying
individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee
(in such capacity the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, on behalf of the Master 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”),
and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate
delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the 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 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 Special Servicer in the special servicer backup certificate delivered by the 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 Master Servicer under the Pooling and Servicing Agreement and based
upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required 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 Master Servicer, and except as disclosed in the 



 






    Exhibit Y-2-1 


     


    

 


			compliance certificate delivered by the Master Servicer
under Section 11.09 of the Pooling and Servicing Agreement, the 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 Master Servicer with respect to the
Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance
with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and



 


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



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other third
party retained by the 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 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 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 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.]


 


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


  


Date:


 






    Exhibit Y-2-2 


     


    

 





	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Y-2-3 


     


    

 





Exhibit
Y-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (the
“Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION as Special Servicer under
that certain Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special
Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and as trustee (in such capacity the “Trustee”), and Pentalpha Surveillance
LLC, as operating advisor and as asset representations reviewer, on behalf of the 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 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 Special Servicer to the 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 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 Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer
under Section 11.09 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects during the Relevant Period;



 






    Exhibit Y-3-1 


    


    

 


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



 


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



 


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


 


Date: 


 





	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    Exhibit Y-3-2 


    


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (The
“Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and
as special servicer (in such capacity, the “Special Servicer”), 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: 


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Y-4-1 


    


    

 


Exhibit
Y-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (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 October 1, 2018 (the “Pooling and Servicing Agreement”),
entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and
as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity the “Trustee”),
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 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 Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”)
(such information provided by the Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		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 compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 






    Exhibit Y-5-1 


    


    

 


		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
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    Exhibit Y-5-2 


    


    

 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (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 October 1, 2018 (the “Pooling
and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee
(in such capacity the “Trustee”), 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:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Y-6-1 


    


    

 


Exhibit
Y-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


UBS COMMERCIAL MORTGAGE TRUST 2018-C13 (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 October 1, 2018 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization
Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity, the
“Special Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”) and as trustee (in such capacity the “Trustee”), 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 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 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 Y-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 Y-7-2 


    


    

 


EXHIBIT Z


 


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 Z 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 Z 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 Z, 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.


 


	Servicing Criteria 	applicable

 Servicing

 PARTY
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator 

        Master
        Servicer 

        Special
        Servicer 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator 

        Master
        Servicer 

        Special
        Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer 

        Special
        Servicer

        Custodian (as applicable) 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator 

        Master
        Servicer 

        Special
        Servicer 

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator 

        Master
        Servicer 

        Special
        Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 






    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 

        Master
Servicer 

        Special
Servicer 

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
Administrator 

        Master
Servicer 

        Special
Servicer 

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
Administrator 

        Master
Servicer 

        Special
Servicer 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
Administrator 

        Master
Servicer 

        Special
Servicer 

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (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 

        Master
Servicer 

        Special
Servicer 

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer 

        Special
Servicer 

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
Administrator

Master Servicer 

        Special
Servicer 

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer



 





 



 


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 Z-2 


    


    

 


	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
Servicer 

        Special
Servicer 

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
Servicer 

        Special
Servicer 

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Exhibit Z-3 


    


    

 





EXHIBIT AA


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has 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 Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to 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 Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or Special Servicer, as the case may be. For this Series 2018-C13 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-D	Party Responsible
	
        Item
        1A: Distribution and Pool Performance Information:

         

        ●     Item
1111(h) of Regulation AB

        ●     Item
1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
        ●     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

         

	Item
        2: Legal Proceedings:
	●     Master
        Servicer (as to itself)

                                                                               




 






     Exhibit AA-1


     


    

 


	

        

        ●     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)

         
	

        

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/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
	
        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
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

         




 






     Exhibit AA-2


     


    

 


	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.
	 
	
        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 Regulation AB

         
	●     Depositor
	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, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit CC.

         

        ●     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)




 






     Exhibit AA-3


     


    

 


	 	●     Master
        Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

        

        ●     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 Mortgage Loan 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 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, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 






     Exhibit AA-4


     


    

 


	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.
	 
	
        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)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	●     Not Applicable.
	
        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 CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes a “Party Responsible” under Exhibit CC 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 



 






     Exhibit AA-5


     


    

 


	 	Depositor shall be the responsible party for this Item 10.







 




     Exhibit AA-6


     


    


 


EXHIBIT BB


 


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 Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to 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 Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the Master Servicer or Special Servicer, as the case may be. For this Series 2018-C13 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	●     Depositor
	
        Item
        9B: Other Information, but only to the extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit CC,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit CC. 



 






    Exhibit BB-1


     


    

 


	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the 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 Master
        Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     The Depositor



 






    Exhibit BB-2


     


    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to 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 BB-3


     


    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Master
        Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	
        ●     Master
Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer
or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     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 “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


         




 






    Exhibit BB-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-C13 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-C13 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

        	        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 BB-5


     


    


 


	it was previously reported as
        “Additional Form 10-K Disclosure”.

                                                                                                                                              
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2018-C13 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was
	
        ●     The
Depositor

        ●     Each
        Mortgage Loan Seller

         




 






    Exhibit BB-6


     


    

 


	previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_]
        transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor



 






    Exhibit BB-7


     


    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee

        ●     Certificate
Administrator

        ●     Depositor

         

        provided
        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 Administrator, then the Depositor shall be the responsible party.

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable.



 






    Exhibit BB-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 Agreement.

         
	
        ●     Master
        Servicer

        

        ●     Special
        Servicer

        

        ●     Depositor

        

        ●     Any
        other Servicing Function Participant

         

        provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.
	 



 






    Exhibit BB-9


     


    

 


	
        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
of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor



 






    Exhibit BB-10


     


    

 


	
        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 CC, (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 CC (it being acknowledged that neither the Master Servicer nor the Special Servicer constitutes a “Party Responsible” under Exhibit CC 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 BB-11


     


    


 


EXHIBIT CC


 


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 Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to 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 Master Servicer or the Special Servicer be required to provide any information for inclusion
in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master Servicer
or Special Servicer, as the case may be. For this Series 2018-C13 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment
or definitive agreement




 






    Exhibit CC-1


     


    

 


	 	        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, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	●     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
Administrator




 






    Exhibit CC-2


     


    

 


	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01: ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        ●     Depositor

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     Master
Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Master
Servicer (as to a party appointed by the Master Servicer)

        ●     Special
Servicer

        ●     Certificate
Administrator

        ●     Depositor

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

        ●     Certificate
Administrator

	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)

        
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the

        	
        ●     Certificate
        Administrator

         

        provided
        that, in each case, that this shall in




 






    Exhibit CC-3


     


    

 


	rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	no event be construed to make such party responsible for the initial filing of this Pooling
        and Servicing Agreement
	 
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 	 
	
        Item 15: Exhibits (no. 99)

        	●     Not Applicable.	 



 






    Exhibit CC-4


     


    

 


	 

                                                    Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.







 




    Exhibit CC-5


     


    


 


EXHIBIT
DD


 


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) (CMBS)


 


UBS Commercial Mortgage Securitization Corp., UBS Commercial
Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13—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 October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and 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:


 


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 DD-1


     


    


 


EXHIBIT EE


 


INITIAL
SUB-SERVICERS


 


		1.	Bellwether Enterprise Real Estate Capital, LLC



 


		2.	Berkeley Point Capital LLC



 


		3.	NorthMarq Capital, LLC



 


		4.	NRC Group, Inc.



 




    Exhibit EE-1


     


    



 


EXHIBIT FF


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




    Exhibit FF-1


     


    




 


EXHIBIT GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as [Master Servicer] [Special Servicer]]
[Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian][Trustee]] (the “Certifying Servicer”),
certify to UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting
Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].









	 	 	 	 
	Date:	 	 
	 	 	 	 
	[MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION, as [Master Servicer][Special Servicer]]

    [WELLS FARGO BANK, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian][Trustee]]	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 



 




    Exhibit GG-1


     


    


 


EXHIBIT HH


 


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 Z 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 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 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 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 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 HH-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 HH-2


     


    


 


EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to: 


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


Account Name: Commercial Real Estate Finance Council (CREFC®)


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 




    Exhibit II-1


     


    


 



EXHIBIT JJ


 


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, trustadministratorgroup@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref: UBS 2018-C13, 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
	1	UBS 2018-C13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	UBS 2018-C13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	UBS 2018-C13	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$

	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 




    Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


[RESERVED]


 




    Exhibit KK-1


     


    

 


EXHIBIT
LL


 


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) UBS 2018-C13—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 October 1, 2018 (the “Pooling and Servicing Agreement”), by and
among UBS Commercial Mortgage Securitization Corp., as Depositor (the “Depositor”), Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and 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:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of MM/DD/YYYY
	
        Ending Balance as of MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit LL-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 LL-2


     


    

 


EXHIBIT MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Midland Loan Services, a Division of PNC Bank, National Association





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Fax number: 1 (888) 706-3565


 


Wells Fargo Bank, National Association





9062 Old Annapolis Road





Columbia, Maryland 21045





Attention: Corporate Trust Services – UBS 2018-C13





trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of October 1, 2018, by and among UBS Commercial Mortgage Securitization Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and 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:









	 	 	 
	 	 	 



 






    Exhibit MM-1


     


    

 


	 	 	 
	 	 	 
	 	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)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







    Exhibit MM-2


     


    

 


EXHIBIT NN


 


FORM OF ASSET REVIEW
REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of October 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.	We have performed an Asset Review on each [Subject] Loan identified in accordance
with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test] [evidence
of [•] failed Test[s] as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the [Subject]
Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test pass
or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence
of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to
the persons listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report.



 


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



 





	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter
the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 




    Exhibit NN-1


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Loan #	Loan Name	Mortgage Loan Seller	R&W #	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 


 


    Exhibit NN-2


     


    
 

EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates, Series 2018-C13



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of October 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.	We have performed an Asset Review on each [Subject] Loan identified in accordance
with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence
of [__] failed Test[s] as identified on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


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



 





	 	PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.








 




    Exhibit OO-1


     


    

 


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 OO-2


     


    

 





EXHIBIT
PP


 


EXHIBIT
PP


 


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 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. 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;



 






    Exhibit PP-1


    


    

  


	(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 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 PP, 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 PP-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 Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to Seller), participation
    or pledge, and 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, any other ownership interests on, in or to such Mortgage Loan other than any
    servicing rights appointment or similar agreement. Seller has full right and authority to sell, assign and transfer each Mortgage
    Loan, and the assignment to Purchaser 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 PP as “Collective Asset Status Reports”) for notation of any Mortgage Note
    or Mortgage that was subject to any assignment (other than assignments to the Seller), participation or pledge, or that the
    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
	1c	Review
    the Collective Asset Status Reports for notation of any claim or assertion regarding the 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	Collective
    Asset Status


 






    Exhibit PP-3


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	notation
    of any claim or assertion regarding the assignment to the Purchaser 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.	Reports
	2.
    Mortgage 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 (i) as such enforcement
    may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar 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) and (ii) that certain provisions in such Mortgage Loan documents (including,
    without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees,
    charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject
    to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Mortgage
    Loan documents invalid as a whole or	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
	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 Seller in connection
    with the origination	Collective
    Asset Status Reports


 






    Exhibit PP-4


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 sentences, 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 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.
	 	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.	 
	3.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan 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, nonjudicial 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 Standard Qualifications. If such indication
    exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File (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	4a	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	Mortgage
    Loan Documents; Collective Asset Status Reports


 






    Exhibit PP-5


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 related Mortgagor nor the related 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 consented to by Seller on or after the Cut-off
    Date that could be reasonably expected to have a material adverse effect on such Mortgage Loan.	 	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.	 
	4b	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
	4c	Review
    the Collective Asset Status Reports and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related
    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
	4d	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 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
	5.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment
    of Leases from Seller constitutes a legal, valid and binding assignment from Seller. Each related Mortgage	5a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any assignment
    of Mortgage or Assignment of Leases not constituting a legal, valid	Collective
    Asset Status Reports


 






    Exhibit PP-6


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 with respect to those Mortgage Loans described in
    representation and warranty 34 hereof, 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 6 set forth in Schedule C to Exhibit C of the related Mortgage Loan Purchase Agreement (each such
    exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.
    Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was,
    and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage,
    except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described
    below), and, to Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting
    Permitted Encumbrances and the Title Exceptions), 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 a lender’s title insurance policy (as described below). 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	 	and
    binding assignment from the Seller, subject to the Insolvency Qualifications. If such a notation or other indication is not
    found, it will be a Test pass.	 
	5b	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
	5c	Review
    the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on the
    related Mortgagor’s fee (or with respect to those Mortgage Loans described in representation and warranty 34 hereof,
    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 determination is made, it will be a Test
    pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	5d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
    liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (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
	5e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion	Collective
    Asset Status Reports


 






    Exhibit PP-7


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	possession
    or control of such items or actions other than the filing of UCC financing statements is required in order to effect such
    perfection.	 	that,
    as of the Cut-off Date, the Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of
    the related Mortgage (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.	 
	5f	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 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 a lender’s title insurance policy. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	5g	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the 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


 






    Exhibit PP-8


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	6.
    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 with escrow instructions
    or a “marked up” commitment, in each case 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 Mortgage, 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; (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 and condominium declarations;
    and (f) if the related Mortgage Loan constitutes a Crossed Mortgage Loan, the lien of the Mortgage for the related Crossed
    Mortgage Loan or Crossed Mortgage Loans; provided that none of such items (a) through (f), individually
    or in the aggregate, materially and adversely interfere with the value or current use of the Mortgaged Property, the security
    intended to be provided by	6a	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
	6b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage is subject only to Permitted Encumbrances, as defined
    in representation and warranty 6 and the exceptions to representation and warranty 6 set forth in Schedule C to Exhibit
    C of the related Mortgage Loan Purchase Agreement. If so determined, it will be a Test pass.	Title
    Policy
	6c	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
	6d	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 Seller. If no such notation
    or other indication is found, it will be a Test pass.	Title
    Policy; Collective Asset Status Reports
	6e	Review
    the Collective Asset Status Reports for a	Collective
    Asset Status


 






    Exhibit PP-9


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 preceding sentence none of the Permitted Encumbrances are mortgage
    liens that 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, no
    claims have been made by Seller thereunder and no claims have been paid thereunder. Neither Seller nor, to 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.	 	notation
    or other indication that the 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.	Reports
	7.
    Junior Liens. It being understood that Subordinate Companion Loans secured by the same Mortgage as a Mortgage Loan
    are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loans, there are, as of origination, and to
    Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering
    the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
    and materialmen’s liens (which are the subject of the representation in representation and warranty 5 above), and equipment
    and other personal property financing). Except as set forth in Exhibit C-32-1 to Exhibit C	7a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
    except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	7b	Review
    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage
    liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title
    Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and	Title
    Policy


 






    Exhibit PP-10


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	of
    the applicable Mortgage Loan Purchase Agreement, Seller has no knowledge of any mezzanine debt secured directly by interests
    in the related Mortgagor.	 	equipment
    and other personal property financing. If so determined, it will be a Test pass.	 
	7c	Review
    the Collective Asset Status Reports for a notation or other indication that, except as set forth in Exhibit C-32-1 to Exhibit
    C of the applicable Mortgage Loan Purchase Agreement, the Seller had knowledge of: (1) any mezzanine debt secured directly
    by interests in the related Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering
    the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’
    and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8.
    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 the Title Exceptions,
    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 is permitted to be	8a	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
	8b	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	Title
    Policy; Mortgage; Assignment of Leases


 






    Exhibit PP-11


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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.	 	Qualifications.
    If so determined with respect to each part of this Test, it will be a Test pass.	 
	8c	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 the Standard Qualifications, provides that upon an
    event of default under the Mortgage Loan, a receiver is permitted to 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.	Assignment
    of Leases; Mortgage
	9.
    UCC Filings. If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded
    or caused to be filed and/or recorded (or, if not filed and/or recorded, has submitted or caused to be submitted in proper
    form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary
    at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal
    property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged
    Property (other than any non-material personal property, any personal property subject to a purchase money security interest,
    a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other
    personal property leases applicable to such personal property), to the extent	9	If
    the related Mortgaged Property is operated as a hospitality property, 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


 






    Exhibit PP-12


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	perfection
    may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications,
    each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of
    personalty described above. 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 UCC financing statements
    are required in order to effect such perfection.	 	 	 
	10.
                                         Condition of Property. 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 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.
	10a	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
	10b	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
	10c	Review
    the Collective Asset Status Reports for a notation or other indication that the Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the 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 10.	Collective
    Asset Status Reports


 






    Exhibit PP-13


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	If
    such a notation or other indication is not found, it will be a Test pass.	 
	11.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that
    would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent
    in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient
    to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation
    and warranty 11, real estate taxes and governmental assessments and other outstanding governmental charges and installments
    thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first
    be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	11	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes, governmental assessments and other
    outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which
    could be a lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and
    that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property have not been paid, or an escrow
    of funds has been established in an amount sufficient to cover such payments 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.	Collective
    Asset Status Reports
	12.
    Condemnation. As of the date of origination and to Seller’s knowledge as of the Cut-off Date, there is no proceeding
    pending, and, to 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.	12	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 and as of the origination date, or for a notation
    or other indication that the Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding
    that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a	Collective
    Asset Status Reports


 






    Exhibit PP-14


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	notation
    or other indication is not found, it will be a Test pass.	 
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to Seller’s knowledge as of the Cut-off Date,
    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.	13a	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, 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.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports
	13b	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 13. 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 13, it will be a Test pass.	Collective
    Asset Status Reports
	14.
    Escrow Deposits. All escrow deposits and escrow payments required to be escrowed with lender pursuant to each Mortgage
    Loan (including any capital improvements and environmental remediation reserves) are in the possession, or under the control,
    of Seller or its servicer, and there are no deficiencies or 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 to be escrowed with lender
    under the related Mortgage Loan	14a	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 lender 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
	14b	Review
    the Diligence File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan	Diligence
    File; Collective Asset Status Reports


 






    Exhibit PP-15


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	documents
    are being conveyed by Seller to Purchaser or its servicer.	 	have
    been conveyed by the Seller to the Purchaser or its servicer. If so determined, it will be a Test pass.	 
	15.
    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 Seller to merit such holdback).	15a	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
	15b	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 Seller to merit such
    holdback). If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	16.
    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 of at least “A-:VIII”
    from A.M. Best Company or “A3” (or the equivalent) from Moody’s or “A-” from S&P (collectively
    the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the
    lesser of (1) the original principal	16a	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 Rating Requirements, in an amount (subject to customary	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 






    Exhibit PP-16


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	balance
                                         of the Mortgage Loan or Whole Loan, as applicable, 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 endorsements as are necessary, to avoid the operation of any coinsurance provisions
                                         with respect to the related Mortgaged Property.

         

        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 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 at least equal to the least of (A) the maximum amount available under the
        National Flood Insurance Program plus any 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.
	 	deductibles)
    not less than the lesser of (1) the original principal balance of any Mortgage Loan or Whole Loan, as applicable, 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 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.	 
	16b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents
	16c	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)
	16d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18c above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents


 






    Exhibit PP-17


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 

        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 Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms by an insurer meeting
        the Insurance Rating Requirements, 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, 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.

         

        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 Rating Requirements including coverage for
        property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
        required by 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.
	16e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the 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 at least equal to the least of (A) the maximum amount available under the National
    Flood Insurance Program plus any such additional excess flood coverage in an amount as is generally required 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 so determined, it will be a Test pass.	Insurance
    Summary Report
	16f	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” or endorsement covering damage from windstorm and/or windstorm
    related perils and/or named storms by an insurer meeting the Insurance Rating Requirements, 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,	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Diligence File


 






    Exhibit PP-18


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 structural and 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 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 or Whole
        Loan, as applicable, the lender (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
        or Whole Loan, as applicable, together with any accrued interest thereon.

         

        All
        premiums on all insurance policies referred to in this section that are required by the related Mortgage Loan
	 	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 related Mortgaged Property by an insurer meeting the Insurance
    Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	 
	16g	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 Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the 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
	16h	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	Property
    condition assessment; Seismic engineering study


 






    Exhibit PP-19


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	documents
    to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender 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. Each related Mortgage
    Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes
    the lender to maintain such insurance at the Mortgagor’s 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
    lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the
    lender 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 Seller.	 	performed
    by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property in the
    event of an 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.	 
	16i	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 is rated at least “A:VIII” by A.M. Best Company or “A3”
    (or the equivalent) from Moody’s or “A-” by S&P. 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)
	16j	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 lender
    (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
    or (b)	Mortgage
    Loan Documents


 






    Exhibit PP-20


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	to
    the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with any accrued
    interest thereon. If such provisions are found, it will be a Test pass.	 
	16k	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
	16l	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 lender 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)
	16m	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. 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)
	16n	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 lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums.	Mortgage
    Loan Documents


 






    Exhibit PP-21


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	If
    so determined, it will be a Test pass.	 
	16o	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 lender of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the lender 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)
	16p	Review
    the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18o may have been
    received by the Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	17.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress
    and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or
    well and septic) and all required utilities, 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	17a	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 access via an irrevocable easement or irrevocable 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
	17b	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 PP-22


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	certain
    cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots,
    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 lots are created.	 	each
    Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic)
    and all required utilities, 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
	17c	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, or will be, made to the applicable
    governing authority for creation of separate tax lots, 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
    lots are created. If so determined, it will be a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	18.
    No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with origination and the
    lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage
    Loan, 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 Mortgaged Property,
    except encroachments that do not materially and adversely	18a	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 do not materially and adversely affect the value or current
    use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined,
    it will be a Test pass.	Survey;
    Title Policy; Appraisal


 






    Exhibit PP-23


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	affect
    the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.
    No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially
    and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained
    under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not
    materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
    obtained with respect to the Title Policy.	18b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance
    or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy
	18c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for
    encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test
    pass.	Survey;
    Title Policy
	19.
    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 Seller.	19	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 Seller. If no such feature is found with respect to each
    part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	20.
    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 the U.S. Department of Treasury regulations (the “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	20a	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
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan is	Appraisal;
    Mortgage Loan Documents


 






    Exhibit PP-24


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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
    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 (or related Whole
    Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such
    date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole
    Loan) 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 Section 1.860G-2(a)(1)(ii) of the Treasury
    Regulations). 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	 	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 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 (or related Whole Loan) on such date or (ii) at
    the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan (or related Whole Loan) 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.	 
	20c	Review
    the Collective Asset Status Reports for an indication or other notation that the Mortgage Loan	Collective
    Asset Status Reports


 






    Exhibit PP-25


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	(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 meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this
    representation and warranty 20 shall have the same meanings as set forth in the related Treasury Regulations.	 	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 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 20
    (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 20, 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.	 
	20d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the Prepayment
    Premiums 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
	21.
    Compliance with Certain Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
    charge, or prepayment premiums) 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.	21a	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
	21b	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	Collective
    Asset Status Reports


 






    Exhibit PP-26


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	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.	 
	21c	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
	22.
    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.	22	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that
    the 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
	23.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
    and, to 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, and, except in connection
    with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of
    the related Mortgaged Property or security for the related Mortgage Loan, no fees are payable to such trustee except for	23a	Review
    the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	23b	Review
    the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the
    Mortgagor or in connection with any full or partial release of the Mortgaged Property or security for the related Mortgage
    Loan, no fees are payable to such trustee except for de minimis fees paid or such fees as required by the applicable
    jurisdiction which are to be paid by such Mortgagor in accordance with the related Mortgage	Mortgage
    Loan Documents


 






    Exhibit PP-27


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	de
    minimis fees paid or such fees as required by the applicable jurisdiction which are to be paid by such Mortgagor in accordance
    with the related Mortgage Loan documents.	 	Loan
    Documents. If so determined, it will be a Test pass.	 
	24.
    Local Law Compliance. To 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,
    or other affirmative investigation of local law compliance consistent with the investigation conducted by Seller for similar
    commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each
    Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date,
    there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning
    Regulations”) other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy
    or (ii) would not have a material adverse effect on the Mortgage Loan. The terms of the Mortgage Loan documents require the
    Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
    building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or
    forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related
    Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law
    and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income
    of the Mortgaged Property. If such indication is found, it will be a Test pass.	Zoning
    Report; Title Policy
	24b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
    governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	25.
    Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses,
    permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and
    effect, and to Seller’s knowledge based upon a letter from any government authorities or other affirmative investigation
    of local law compliance consistent with the investigation conducted by Seller for similar commercial and multifamily mortgage
    loans intended for securitization, all	25a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
    governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that the Seller had
    knowledge that	Mortgage
    Loan Documents; Collective Asset Status Reports


 






    Exhibit PP-28


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	such
    material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related
    Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	 	any
    licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation
    of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	 
	25c	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.
    Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has 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 voluntary
    petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal
    or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively,
    solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor
    or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the Mortgagor made in violation of the
    Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is
    a natural person or persons, or an entity distinct from the Mortgagor (but may be	26a	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 distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that has 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 26. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	26b	Review
    the Mortgage Loan Documents to determine if provisions exist 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 has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages
    sustained by reason of the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty
    26. If	Mortgage
    Loan Documents


 






    Exhibit PP-29


    


    




 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	affiliated
    with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for
    losses and damages sustained by reason of the following (or negotiated provisions of substantially similar effect): (i) the
    Mortgagor’s misappropriation of rents during the continuation of an event of default under the Mortgage Loan; (ii) the
    Mortgagor’s misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively,
    the failure of any security deposits to be delivered to lender upon foreclosure or action in lieu thereof (except to the extent
    applied in accordance with leases prior to a Mortgage Loan event of default); (iii) the Mortgagor’s fraud or intentional
    material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) the Mortgagor’s
    commission of intentional material physical waste at the Mortgaged Property.	 	so
    determined, it will be a Test pass.	 
	27.
    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 defined in representation and warranty 32 below), of not less than a specified
    percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged
    Property and (ii) the outstanding principal balance of the Mortgage Loan or Whole Loan, as applicable, (b) upon payment in
    full of such Mortgage Loan or Whole Loan, as applicable, (c) upon a Defeasance (as defined in representation and warranty
    32 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have
    a material adverse	27a	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 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27b	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 27 either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2)	Mortgage
    Loan Documents


 






    Exhibit PP-30


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 Section 1.860G-2(b)(2) of the Treasury Regulations
                                         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 (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 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 or Whole Loan, as applicable, 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
	 	of
    the Treasury Regulations 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 or Whole Loan,
    as applicable, 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.	 
	27c	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 or Whole Loans, as applicable, in an
    amount not less than the amount required by the loan-to-value ratio and other	Mortgage
    Loan Documents


 






    Exhibit PP-31


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	proceeding
                                         or by agreement, the Mortgagor can be required to pay down the principal balance of the
                                         Mortgage Loan or Whole Loan, as applicable, in an amount not less than the amount required
                                         by the loan-to-value ratio and other requirements of the REMIC Provisions and, to such
                                         extent, condemnation awards 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 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 or Whole Loan, as applicable.

         

        No
        Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed 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 loan-to-value ratio and other requirements of the REMIC Provisions.
	 	requirements
    of the REMIC Provisions and, to such extent, condemnation awards 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 or Whole Loan, as applicable. If such
    provisions are found, it will be a Test pass.	 
	27d	Review
    the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed 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 loan-to-value ratio and other
    requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Financial Reporting and Rent Rolls. The Mortgage Loan documents 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, and quarterly
    (other than for single-tenant properties) rent rolls for	28a	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	Mortgage
    Loan Documents


 






    Exhibit PP-32


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	properties
    that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial
    statements (i) with respect to each Mortgage Loan with more than one Mortgagor are in the form of either an individual or
    combined annual balance sheet of the Mortgagor entities (and no other entities), together with the related combined or individual
    statements of operations, members’ capital and cash flows, including a combined or individual balance sheet and statement
    of income for the Mortgaged Properties on a combined or individual basis and (ii) with respect to each Mortgage Loan with
    an original principal balance greater than $50 million shall be audited by an independent certified public accountant upon
    the request of the owner or holder of the Mortgage Loan.	 	will
    be a Test pass.	 
	28b	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 for properties that have leases contributing more than
    5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each Mortgage
    Loan with more than one Mortgagor are in the form of either an individual or combined annual balance sheet of the Mortgagor
    entities (and no other entities), together with the related combined or individual statements of operations, members’
    capital and cash flows, including a combined or individual balance sheet and statement of income for the Mortgaged Properties
    on a combined or individual basis and (ii) with respect to each Mortgage Loan with an original principal balance greater than
    $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of the
    Mortgage Loan. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to 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 (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	29a	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 (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	Mortgage
    Loan Documents; Insurance coverage review document


 






    Exhibit PP-33


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	2007
    and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”),
    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 TRIA, 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; provided that if TRIA 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 insurance available with funds equal to such amount.	 	Mortgaged
    Property. If such an indication is found, it will be a Test pass.	 
	29b	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 TRIA (as defined in representation and warranty 29), 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,
    provided, that if TRIA 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 insurance available with funds
    equal to such amount. If such provisions are not found, it will be a Test pass.	Mortgage
    Loan Documents
	30.
    Due-on-Sale or Encumbrance. Subject to specific	30a	Review
    the Mortgage Loan Documents for “due-on-	Mortgage
    Loan Documents


 






    Exhibit PP-34


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 lender which are customarily acceptable to Seller lending
    on the security of property comparable to the related Mortgaged Property, including, without limitation, 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, 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 the related 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, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded
    companies or (vi) a substitution or release of collateral within the parameters of representations and warranties 27 and 32
    herein or the exceptions thereto set forth in Schedule C to Exhibit C of the	 	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 30. If such provisions are found, it will be
    a Test pass.	 
	30b	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 lender relative to such transfer or encumbrance. If such provisions are found, it will be
    a Test pass.	Mortgage
    Loan Documents


 






    Exhibit PP-35


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	applicable
    Mortgage Loan Purchase Agreement, or (vii) by reason of any mezzanine debt that existed at the origination of the related
    Mortgage Loan as set forth on Exhibit C-32-1 to Exhibit C of the applicable Mortgage Loan Purchase Agreement,
    or future permitted mezzanine debt as set forth on Exhibit C-32-2 to Exhibit C of 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 Serviced Companion Loan or Non-Serviced Companion 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 Crossed Mortgage Loan, as set forth on Annex A-1 to the Prospectus 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.	 	 	 
	31.
    Single-Purpose Entity. The Mortgage Loan documents require the Mortgagor to be a Single-Purpose Entity for at least
    as long as the Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor
    with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose
    Entity, and 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	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 31) 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
	31b	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 $5 million, review the related Mortgage Loan	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents


 






    Exhibit PP-36


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	mean
    an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal
    to $5 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 securing
    the Mortgage Loans 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 Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from
    any other person or entity.	 	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.	 
	31c	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
	32.
    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 securities” within the
    meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in	32	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 32. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents


 






    Exhibit PP-37


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	the
    case of a full Defeasance, 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 penalty) 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 penalty), 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 the lesser of (a) 110% of the allocated
    loan amount for the real property to be released and (b) the outstanding principal balance of the Mortgage Loan or Whole Loan,
    as applicable; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption that
    results in revenues from such collateral that are insufficient to pay all applicable payments described in clause (iii)
    above; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the
    defeasance collateral is sufficient to make all applicable payments described in clause (iii) above; (vi) if the Mortgagor
    would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance
    collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the
    Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security	 	 	 
	 	 	 	 


 






    Exhibit PP-38


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 expenses
    associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	33.
    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.	33	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
	34.
                                         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 (or, with respect to air rights leases, the air) 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 and does not include
                                         industrial development agency or similar leases for purposes of conferring a tax abatement
                                         or other benefit.

         

        With
        respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease 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
	34a	Review
    the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34),
    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 34b through 34r.	Appraisal;
    Title Policy; Mortgage Loan Documents
	34b	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
	34c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor 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	Ground
    Lease; estoppel or other agreement received from ground lessor


 






    Exhibit PP-39


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	in
                                         favor of Seller, its successors and assigns, Seller represents and warrants that:

         

        (a)          The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form
        that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received
        from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does 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
        or an estoppel or other agreement received from the ground lessor) that the Ground Lease may not be amended or modified,
        or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender, and no such
        consent has been granted by Seller since the origination of the Mortgage Loan except as reflected in any written instruments
        which are included in the related Mortgage File;

         

        (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,
	 	would
    adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	 
	34d	Review
    the Collective Asset Status Reports for 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.	Collective
    Asset Status Reports; Mortgage File
	34e	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for a provision that the Ground Lease
    may not be amended or modified or canceled or terminated without the prior written consent of the lender, and no such consent
    has been granted by the Seller since the origination of the Mortgage Loan except as reflected in any written instruments which
    are included in the related Mortgage File. Review the Collective Asset Status Reports for an indication of such consent granted
    by the Seller since the origination of the Mortgage loan except as reflected in any instruments including in the related Mortgage
    File. If such a provision is found and no indication is found, it will be a Test pass.	Ground
    Lease; Collective Asset Status Reports; estoppel or other agreement received from ground lessor
	34f	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original
    term (or an original term plus one or more optional renewal terms, which,	Ground
    Lease; estoppel or other agreement received from ground lessor


 






    Exhibit PP-40


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	by
                                         either 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 basis, substantially amortizes);

         

        (d)          The
        Ground Lease either (i) is not subject to any 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, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         

        (e)          The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease
        is assignable (including pursuant to foreclosure) 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);
	 	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.	 
	34g	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any 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,
    or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s
    fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	34h	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor 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
    (including pursuant to foreclosure) 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	Ground
    Lease; estoppel


 






    Exhibit PP-41


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	(f)          Seller
                                         has not received any written notice of material default under or notice of termination
                                         of such Ground Lease. To 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 Seller’s
                                         knowledge, such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)          The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

         

        (h)          A
        lender 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 lender’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 Seller
        in connection with the origination of similar commercial or multifamily loans intended for securitization;

         

        (j)          Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the
	 	paid).
    If such indication is found, it will be a Test pass.	 
	34i	Review
    the Ground Lease 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 pass.	Ground
    Lease
	34j	Review
    the Collective Asset Status Reports for notation that the 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
	34k	Review
    the Collective Asset Status Reports for notation that to the 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
	34l	Review
    the Collective Asset Status Reports for a notation that to the 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
	34m	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give
    to the	Ground
    Lease; ancillary agreement


 






    Exhibit PP-42


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	related
                                         Mortgage (taken together), any related insurance proceeds or the portion of the condemnation
                                         award allocable to the ground lessee’s interest (other than (i) de minimis amounts
                                         for minor casualties or (ii) in respect of a total or substantially total loss or taking
                                         as addressed in clause (k) below) 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
                                         lender 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, an estoppel or other agreement
        and the related Mortgage (taken together), 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 lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a
        new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in
        a bankruptcy proceeding.
	 	lender
    written notice of any default, and provide that no notice of default or termination is effective against the lender unless
    such notice is given to the lender. If such provisions are found, it will be a Test pass.	 
	34n	Review
    the Ground Lease and Related Documents for provisions that the lender 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 lender’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.	Ground
    Lease and Related Documents
	34o	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
	34p	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage 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 (i) de minimis amounts for minor casualties or (ii) in respect of a
    total or substantially total loss or taking as addressed in clause (34(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	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents


 






    Exhibit PP-43


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	of
    the threshold amount specified in the related Mortgage Loan Documents) the lender 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.	 
	34q	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or 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.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34r	Review
    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the
    ground lessor has agreed to enter into a new lease with the lender 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


 






    Exhibit PP-44


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	35.
    Servicing. The servicing and collection practices used by Seller with respect to the Mortgage Loan have been, in all
    respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35	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 Seller with respect to the Mortgage Loan was not in all material respects legal,
    or in accordance 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
	36.
    Origination and Underwriting. The origination practices of Seller (or the related originator if 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 Exhibit C to the related Mortgage Loan Purchase Agreement.	36	Review
    the Collective Asset Status Reports for notation to the effect that the origination practices of the Seller (or the related
    originator if the 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 36 does not address or otherwise cover any matters with respect to federal,
    state or local law otherwise covered in Annex D-1 to the Prospectus. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; Prospectus
	37.
    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 since origination, and as of the date hereof, no Mortgage Loan is
    more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.
    To Seller’s knowledge, there is (a) no material default,	37a	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 as of the Closing Date, 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	Collective
    Asset Status Reports


 






    Exhibit PP-45


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 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 that this representation and warranty 37
    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 Seller in Exhibit C to the related 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.	 	found,
    it will be a Test pass.	 
	37b	Review
    the Collective Asset Status Reports for notation of the 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 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.	Collective
    Asset Status Reports
	38.
    Bankruptcy. As of the date of origination of the related Mortgage Loan and to 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.	38	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
	39.
    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	39a	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	Diligence
    File


 






    Exhibit PP-46


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	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 Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that
    is an Affiliate of another Mortgagor. An “Affiliate” for purposes of this representation and warranty 39
    means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.	 	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.	 
	39b	Review
    the Diligence File for an indication that, except with respect to any Mortgage Loan that is a cross-collateralized and Crossed
    Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor. If such an indication is found,
    it will be a Test pass.	Diligence
    File; Prospectus
	40.
    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 lender;
    (B) if the only Environmental Condition relates to the presence of	40a	Review
    the Diligence File to determine if an ESA (as defined in representation and warranty 40) 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
	40b	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
	40c	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
    40c-1 through 40c-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	Escrow
    statements


 






    Exhibit PP-47


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	asbestos-containing
    materials, radon in indoor air, 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, abated or contained in all material respects prior to the date hereof, and, if and as
    appropriate, a no further action, completion or closure letter or its equivalent, was obtained from the applicable governmental
    regulatory authority (or the Environmental Condition 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
    or investigation is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy
    that covers liability for the Environmental Condition was obtained from an insurer rated no less than “A-” (or
    the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible
    party for the Environmental Condition 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 Seller’s knowledge, except as set forth in the ESA, there is
    no Environmental Condition at the related Mortgaged Property.	 	with
    applicable environmental laws or the 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, abated
    or contained in all material respects prior to the Cut-off Date, as evidenced by a no further action, completion or closure
    letter or its equivalent 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 Environmental Condition was obtained from an insurer rated
    no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.
    Review the Diligence File for an indication that a party not related to the Mortgagor was identified as	Diligence
    File


 






    Exhibit PP-48


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	the
    responsible party for the Environmental Condition and such responsible party has financial resources considered by the 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 Seller to be adequate to address the situation is required to take action.	Diligence
    File
	40d	Review
    the Collective Asset Status Reports for notation of the Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	Collective
    Asset Status Reports; ESA
	41.
    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 Closing Date. The appraisal is signed by an appraiser
    who is a Member of the Appraisal Institute (“MAI”) and that (i) was engaged directly by the originator
    of the Mortgage Loan or Seller, or a correspondent or agent of the originator of the Mortgage Loan or Seller, and (ii) to
    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.	41a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months of the
    Closing Date. If so determined, it will be a Test pass.	Appraisal
	41b	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
	41c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
    and that was engaged directly by the originator of the Mortgage Loan or the Seller, or a correspondent or agent of the originator
    of the Mortgage Loan or the Seller, that the Seller had knowledge that the signing appraiser had no interest,	Appraisal


 






    Exhibit PP-49


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	direct
    or indirect, in the Mortgaged Property or the Mortgagor or in any 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.	 
	41d	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
	42.
    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 PSA to be contained therein.	42a	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 Prospectus (ii) Mortgage Loan Documents, (iii) PSA, 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 Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	43.
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan
    that is outside the Trust, except (i) as set forth on Exhibit C-32-3 of Exhibit C to the related Mortgage Loan
    Purchase Agreement and (ii) any Companion Loan secured by the same Mortgage as the related Mortgage Loan.	43	Except
    (i) as set forth on Exhibit C-32-3 of Exhibit C to the related Mortgage Loan Purchase Agreement and (ii) any Companion Loan
    secured by the same Mortgage as the related Mortgage Loan, review the Mortgage Loan Documents to determine if the Mortgage
    Loan is cross-collateralized or cross-	Mortgage
    Loan Documents


 






    Exhibit PP-50


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	defaulted
    with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	 
	44.
    Advance of Funds by Seller. After origination, no advance of funds has been made by Seller to the related Mortgagor
    other than in accordance with the Mortgage Loan documents, and, to Seller’s knowledge, no funds have been received from
    any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other
    than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts
    paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Mortgage Loan
    documents). Neither 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.	44a	Review
    the Collective Asset Status Reports for a notation or other indication that an advancement of funds after origination had
    been made by the Seller to the related Mortgagor other than in accordance with the Mortgage Loan documents, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on
    the Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation
    of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related
    lease or Mortgage Loan documents). If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	44b	Review
    the Mortgage Loan Documents to determine if the 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
	45.
    Compliance with Anti-Money Laundering Laws. 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, the failure to comply with which would have a material adverse effect on the Mortgage Loan.	45	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the 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, the	Collective
    Asset Status Reports


 






    Exhibit PP-51


    


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	failure
    to comply with which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is
    not found, it will be a Test pass.	 
	 	 	 	 


 






    Exhibit PP-52


    


    

 





EXHIBIT QQ


 


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 - UBS 2018-C13





Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of October
1, 2018 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and 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 entity designated by the Depositor to receive access to the secure Data Room].



 


		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 QQ-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: _______


 


[UBS Commercial Mortgage Securitization
Corp., 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 QQ-2


     


    


 


EXHIBIT RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Midland Loan Services, a Division of PNC

Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention:  Executive Vice President – Division Head	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: UBS 2018-C13 Transaction Manager

With a copy sent via email to:

notices@pentalphasurveillance.com with UBS 2018-C13 in the subject line
	 	 


		Attention:	UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through
Certificates, Series 2018-C13



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
by and among UBS Commercial Mortgage Securitization Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, 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)


 


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


 






    Exhibit RR-1


     


    

 





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the UBS Commercial Mortgage Trust 2018-C13, Commercial Mortgage Pass-Through Certificates,
Series 2018-C13
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




    Exhibit RR-2


     


    


 


EXHIBIT
SS


 


CERTIFICATE ADMINISTRATOR RECEIPT OF
THE RISK RETENTION CERTIFICATES


 


October [_], 2018





	UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas Galeone

E-mail: nicholas.galeone@ubs.com	UBS AG, by and through its branch office at

1285 Avenue of the Americas,

New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell
	KKR Real Estate Credit Opportunity Partners Aggregator I L.P.

9 West 57th Street, Suite 4200, 

New York, New York 10019

Fax number: (212) 750-0003	KKK Real Estate Credit Opportunity Partners (AIV) Aggregator I L.P.

9 West 57th Street, Suite 4200,

New York, New York 10019

Fax number: (212) 750-0003


 


		Re:	UBS Commercial
                                         Mortgage Trust 2018-C13, Commercial Mortgage Pass-
	 	 	Through Certificates, Series 2018-C13



 


In accordance with Section
5.02(e) of the Pooling and Servicing Agreement, dated as of October 1, 2018 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt of $[_____] of the Class D-RR (CUSIP No. [__]), $[_____] of the Class E-RR (CUSIP No.
[__]), $[_____] of the Class F-RR (CUSIP No. [__]), $[_____] of the Class G-RR (CUSIP No. [__]) and $[_____] of the Class NR-RR
(CUSIP No. [__]) Certificates in the form of a 144A Definitive Certificates, which constitutes the Class D-RR, Class E-RR, Class
F-RR, Class G-RR and Class NR-RR Certificates, as defined in the Agreement, for the benefit of KKR Real Estate Credit Opportunity
Partners (AIV) Aggregator I L.P.. A copy of such Certificates is attached as Exhibit A-1. Payments on the Certificates will be
made to the registered holder thereto in accordance with the Agreement.


 


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


 






    SS-1


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    SS-2


     


    

 


Exhibit A-1


 




    SS-3


     


    


 


EXHIBIT
TT





FORM OF LIMITED POWER OF ATTORNEY


 


TO MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION WITH RESPECT TO UBS Commercial Mortgage Trust 2018-C13, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C13


 


KNOW ALL MEN BY THESE PRESENTS:


 


WHEREAS, pursuant to
the terms of the Mortgage Loan Purchase Agreement dated [DATE] (the “Mortgage Loan Purchase Agreement”), between
[UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York][Société Générale][Natixis
Real Estate Capital LLC][Cantor Commercial Real Estate Lending, L.P.] [CIBC Inc.][Rialto Mortgage Finance, LLC] (“Seller”)
and UBS Commercial Mortgage Securitization Corp. (“Depositor”), Seller is selling certain commercial, multifamily
and manufactured housing community mortgage loans (the “Mortgage Loans”) to Depositor;


 


WHEREAS, pursuant to
the terms of the Pooling and Servicing Agreement dated as of October 1, 2018 (the “Pooling and Servicing Agreement”),
between the Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”) and as special servicer (in such capacity, the “Special Servicer”),
Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations
reviewer (in such capacity, the “Asset Representations Reviewer”), Wells Fargo Bank, National Association, as
trustee (in such capacity, the “Trustee”), as certificate administrator (in such capacity, the “Certificate
Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such
capacity, the “Certificate Registrar”), and as authenticating agent (in such capacity, the “Authenticating
Agent”), the Master Servicer and the Special Servicer are granted certain powers, responsibilities and authority in connection
with the completion and the filing and recording of assignments of mortgage, deeds of trust or similar documents, Form UCC-3 assignments
of financing statements, reassignments of assignments of leases, rents and profits and other Mortgage Loan documents required to
be filed or recorded in appropriate public filing and recording offices;


 


WHEREAS, Seller has
agreed to provide this Limited Power of Attorney pursuant to the Mortgage Loan Purchase Agreement;


 


NOW, THEREFORE, Seller
does hereby make, constitute and appoint the Master Servicer and the Special Servicer, acting solely in its capacity as Master
Servicer or Special Servicer, as applicable, under, and in accordance with the terms of, the Pooling and Servicing Agreement, Seller’s
true and lawful agent and attorney-in-fact with respect to each Mortgage Loan in Seller’s name, place and stead: (i) to
complete (to the extent necessary) and to cause to be submitted for filing or recording in the appropriate public filing or recording
offices, all assignments of mortgage, deeds of trust or similar documents, assignments or reassignments of rents, leases and profits,
in each case in favor of the Trustee, as set forth in the definition of “Mortgage File” in Section 1.01 of the
Pooling and Servicing Agreement, that have been received by the Trustee or the Custodian on its behalf, and all Form UCC-3 assignments
of


 






    TT-1


     


    

 


financing statements and all other comparable instruments or documents with respect to the Mortgage Loans which are customarily
and reasonably necessary or appropriate to assign agreements, documents and instruments pertaining to the Mortgage Loans, in each
case in favor of the Trustee as set forth in the definition of “Mortgage File” in, and in accordance with Section 1.01
of, the Pooling and Servicing Agreement, and to evidence, provide notice of and perfect such assignments and conveyances in favor
of the Trustee in the public records of the appropriate filing and recording offices; and (ii) to prepare, execute and file
or record in the appropriate public filing or recording offices, as applicable, all other Mortgage Loan documents to be recorded
under the terms of the Pooling and Servicing Agreement or any such Mortgage Loan documents which have not been submitted for filing
or recordation by Seller on or before the date hereof or which have been so submitted but are subsequently lost or returned unrecorded
or unfiled as a result of actual or purported defects therein, in order to evidence, provide notice of and perfect such documents
in the public records of the appropriate filing and recording offices. Notwithstanding the foregoing, this Limited Power of Attorney
shall grant to the Master Servicer and the Special Servicer only such powers, responsibilities and authority as are set forth in
Section 2 of the Mortgage Loan Purchase Agreement.


 


The enumeration of
particular powers herein is not intended in any way to limit the grant to the Master Servicer and the Special Servicer as Seller’s
attorney-in-fact of full power and authority with respect to the Mortgage Loans to complete (to the extent necessary), file and
record any documents, instruments or other writings referred to above as fully, to all intents and purposes, as Seller might or
could do if personally present, hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof;
and Seller agrees and represents to those dealing with such attorney-in-fact that they may rely upon this Limited Power of Attorney
until termination thereof under the provisions of the second following paragraph below. As between Seller, the Depositor, the Master
Servicer, the Special Servicer, the Trust and the Certificateholders, the Master Servicer and the Special Servicer may not exercise
any right, authority or power granted by this Limited Power of Attorney in a manner which would violate the terms of the Pooling
and Servicing Agreement, but any and all third parties dealing with the Master Servicer and the Special Servicer as Seller’s
attorney-in-fact may rely completely, unconditionally and conclusively on the authority of the Master Servicer and the Special
Servicer and need not make any inquiry about whether the Master Servicer and the Special Servicer is acting pursuant to the Pooling
and Servicing Agreement. Any purchaser, title insurance company or other third party may rely upon a written statement by the Master
Servicer and the Special Servicer that any particular Mortgage Loan or related mortgaged real property in question is subject to
and included under this Limited Power of Attorney and the Pooling and Servicing Agreement.


 


Any act or thing lawfully
done hereunder by the Master Servicer and the Special Servicer shall be binding on Seller and Seller’s successors and assigns.


 


This Limited Power
of Attorney shall continue in full force and effect with respect to the Master Servicer and the Special Servicer, as applicable,
until the earliest occurrence of any of the following events:


 






    TT-2


     


    

 


		(1)	the termination of such entity and its replacement with a successor Master Servicer or successor
Special Servicer, as applicable, under the terms of the Pooling and Servicing Agreement;



 


		(2)	the appointment of a receiver or conservator with respect to the business of such entity, or the
filing of a voluntary or involuntary petition in bankruptcy by or against such entity;



 


		(3)	with respect to the Master Servicer or the Special Servicer, as applicable, and any Mortgage Loan,
such Mortgage Loan is no longer a part of the Trust;



 


		(4)	the termination of the Pooling and Servicing Agreement in accordance with its terms; and



 


		(5)	the occurrence and continuance of, or failure to cure, any of the events described under Section 7.01(a)
of the Pooling and Servicing Agreement with respect to the Master Servicer or the Special Servicer, as applicable.



 


Nothing herein shall
be deemed to amend or modify the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or the respective rights,
duties or obligations of Seller under the Mortgage Loan Purchase Agreement, and nothing herein shall constitute a waiver of any
rights or remedies under the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings assigned thereto in the Mortgage Loan Purchase Agreement or, if not defined
therein, then in the Pooling and Servicing Agreement.


 


THIS POWER OF ATTORNEY
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


[Signature on next page]


 






    TT-3


     


    

 


IN WITNESS WHEREOF,
Seller has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as
of _______________, 2018.


 





	 	[UBS
    AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York][SociÉtÉ GÉnÉrale][NATIXIS
    REAL ESTATE CAPITAL LLC][Cantor Commercial Real Estate Lending, L.P.][CIBC Inc.][Rialto Mortgage Finance, LLC]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    TT-4


     


    

 


ACKNOWLEDGEMENT


 





	STATE
    OF NEW YORK	)	 
	 	)	ss:
	COUNTY
    OF NEW YORK	)	 


 





On this ____ day of
_____________ 20__, before me appeared __________________, to me personally known, who, being by me duly sworn did say that he/she
is the ___________________ of [UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New
York][Société Générale][Natixis Real Estate Capital LLC][Cantor Commercial Real Estate Lending, L.P.][CIBC
Inc.][Rialto Mortgage Finance, LLC], and that the seal affixed to the foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said ___________________
acknowledged said instrument to be the free act and deed of said corporation.





	 		 
	 	Name:	
	 	 	Notary Public in and for said County and State


  


My Commission Expires:


 


_____________________________________


 




    TT-5


     


    


 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


		1.	1670 Broadway



 


		2.	Christiana Mall



 


		3.	Wyvernwood Apartments



 


		4.	Pier 1 Imports Headquarters



 


		5.	Barrywoods Crossing



 


		6.	Shelbourne Global Portfolio I



 


		7.	Ellsworth Place



 


		8.	Riverwalk



 


		9.	Aspect RHG Hotel Portfolio



 




    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 With Escrows or Reserves exceeding 10% of the initial principal balance


 


	Mortgage Loan(1)	Reserve Description	Reserve Amount
	1670 Broadway	Rent abatement and tenant improvement credit, future ground lease costs, tenant improvements and leasing commissions.	$17,319,208
	Lower Makefield Corporate Center - South	Rent reserves, tenant improvement and leasing commissions, landlord obligations.	$4,233,722
	Pier 1 Imports headquarters	Rollover Reserve and tax reserve	$6,797,316
	Medtronic Santa Rosa	Replacement of HVAC equipment and tenant improvement allowances.	$2,279,050
	Fort Wayne Hotel Portfolio	Property Taxes Reserve, Insurance Reserve, Upfront PIP Reserve and Replacement Reserve.	$4,564,403
	County Line Plaza	Roof replacement and dumpster repair reserves and tenant improvements and lease commissions.	$1,863,595
	Aspect RHG Hotel Portfolio	Property Taxes Reserve, Insurance Reserve, Upfront PIP Reserve, Liquor License Reserve and Replacements Reserve.	$5,352,135
	Holiday Inn Express - Brooksville	Property Taxes Reserve, Insurance Reserve, Upfront PIP Reserve, Debt Service Reserve and Seasonality	$1,036,852



 






    Schedule 3-1


     


    

 





		 Reserve.	


 


 


		(1)	With respect to any Mortgage Loan that is part of a Whole Loan, this Schedule 3 only lists Mortgage
Loans with escrows or reserves exceeding 10% of the initial principal balance of the applicable Whole Loan.



 






    Schedule 3-2